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                                                                    Exhibit 10.1

                                                                  EXECUTION COPY

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                                   $65,000,000

                                CREDIT AGREEMENT

                            DATED AS OF MAY 18, 2004,

                                      AMONG

                         GUNDLE/SLT ENVIRONMENTAL, INC.,
                                  AS BORROWER,

                             GEO HOLDINGS CORP. AND
                       THE OTHER GUARANTORS PARTY HERETO,
                                 AS GUARANTORS,

                            THE LENDERS PARTY HERETO,

                               UBS SECURITIES LLC,
                          AS ARRANGER AND BOOKMANAGER,

                             BANK OF AMERICA, N.A.,
                              AS SYNDICATION AGENT,

                        CIT LENDING SERVICES CORPORATION,
                           GMAC COMMERCIAL FINANCE LLC
                         AND ALLIED IRISH BANKS, P.L.C.,
                           AS CO-DOCUMENTATION AGENTS,

                            UBS AG, STAMFORD BRANCH,
           AS ISSUING BANK, ADMINISTRATIVE AGENT AND COLLATERAL AGENT,

                                       AND

                              UBS LOAN FINANCE LLC,
                               AS SWINGLINE LENDER

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                                TABLE OF CONTENTS

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<Caption>
Section                                                                                                  Page
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                                                  ARTICLE I

                                                 DEFINITIONS

SECTION 1.01   Defined Terms................................................................................2
SECTION 1.02   Classification of Loans and Borrowings......................................................35
SECTION 1.03   Terms Generally.............................................................................36
SECTION 1.04   Accounting Terms; GAAP......................................................................36
SECTION 1.05   Resolution of Drafting Ambiguities..........................................................36

                                                 ARTICLE II

                                                 THE CREDITS

SECTION 2.01   Commitments.................................................................................36
SECTION 2.02   Loans.......................................................................................37
SECTION 2.03   Borrowing Procedure.........................................................................38
SECTION 2.04   Evidence of Debt; Repayment of Loans........................................................39
SECTION 2.05   Fees........................................................................................39
SECTION 2.06   Interest on Loans...........................................................................40
SECTION 2.07   Termination and Reduction of Commitments....................................................41
SECTION 2.08   Interest Elections..........................................................................42
SECTION 2.09   Amortization of Term Borrowings.............................................................43
SECTION 2.10   Optional and Mandatory Prepayments of Loans.................................................43
SECTION 2.11   Alternate Rate of Interest..................................................................46
SECTION 2.12   Increased Costs.............................................................................46
SECTION 2.13   Breakage Payments...........................................................................48
SECTION 2.14   Payments Generally; Pro Rata Treatment; Sharing of Setoffs..................................48
SECTION 2.15   Taxes.......................................................................................50
SECTION 2.16   Mitigation Obligations; Replacement of Lenders..............................................51
SECTION 2.17   Swingline Loans.............................................................................52
SECTION 2.18   Letters of Credit...........................................................................53

                                                 ARTICLE III

                                       REPRESENTATIONS AND WARRANTIES

SECTION 3.01   Organization; Powers........................................................................59
SECTION 3.02   Authorization; Enforceability...............................................................59
SECTION 3.03   No Conflicts................................................................................60
SECTION 3.04   Financial Statements; Projections...........................................................60
SECTION 3.05   Properties..................................................................................61
SECTION 3.06   Intellectual Property.......................................................................61
SECTION 3.07   Equity Interests and Subsidiaries...........................................................62
SECTION 3.08   Litigation; Compliance with Laws............................................................63
</Table>

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Section                                                                                                  Page
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SECTION 3.09   Agreements..................................................................................63
SECTION 3.10   Federal Reserve Regulations.................................................................63
SECTION 3.11   Investment Company Act; Public Utility Holding Company Act..................................63
SECTION 3.12   Use of Proceeds.............................................................................63
SECTION 3.13   Taxes.......................................................................................64
SECTION 3.14   No Material Misstatements...................................................................64
SECTION 3.15   Labor Matters...............................................................................64
SECTION 3.16   Solvency....................................................................................64
SECTION 3.17   Employee Benefit Plans......................................................................65
SECTION 3.18   Environmental Matters.......................................................................65
SECTION 3.19   Insurance...................................................................................66
SECTION 3.20   Security Documents..........................................................................66
SECTION 3.21   Acquisition Documents; Representations and Warranties in Acquisition
                 Agreement.................................................................................67
SECTION 3.22   Anti-Terrorism Law..........................................................................68

                                                 ARTICLE IV

                                       CONDITIONS TO CREDIT EXTENSIONS

SECTION 4.01   Conditions to Initial Credit Extension......................................................68
SECTION 4.02   Conditions to All Credit Extensions.........................................................73

                                                  ARTICLE V

                                            AFFIRMATIVE COVENANTS

SECTION 5.01   Financial Statements, Reports, etc..........................................................74
SECTION 5.02   Litigation and Other Notices................................................................76
SECTION 5.03   Existence; Businesses and Properties........................................................77
SECTION 5.04   Insurance...................................................................................77
SECTION 5.05   Taxes.......................................................................................78
SECTION 5.06   Employee Benefits...........................................................................79
SECTION 5.07   Maintaining Records; Access to Properties and Inspections; Annual Meetings..................79
SECTION 5.08   Use of Proceeds.............................................................................80
SECTION 5.09   Compliance with Environmental Laws; Environmental Reports...................................80
SECTION 5.10   Additional Collateral; Additional Guarantors................................................80
SECTION 5.11   Security Interests; Further Assurances......................................................82
SECTION 5.12   Information Regarding Collateral............................................................82
SECTION 5.13   Post-Closing Deliveries.....................................................................83

                                                 ARTICLE VI

                                             NEGATIVE COVENANTS

SECTION 6.01   Indebtedness................................................................................83
SECTION 6.02   Liens.......................................................................................85
SECTION 6.03   Sale and Leaseback Transactions.............................................................88
</Table>

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<Caption>
Section                                                                                                  Page
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SECTION 6.04   Investments, Loans and Advances.............................................................88
SECTION 6.05   Mergers and Consolidations..................................................................90
SECTION 6.06   Asset Sales.................................................................................90
SECTION 6.07   Acquisitions................................................................................91
SECTION 6.08   Dividends...................................................................................92
SECTION 6.09   Transactions with Affiliates................................................................93
SECTION 6.10   Financial Covenants.........................................................................94
SECTION 6.11   Prepayments of Other Indebtedness; Modifications of Organizational Documents
                 and Other Documents, etc..................................................................96
SECTION 6.12   Limitation on Certain Restrictions on Subsidiaries..........................................96
SECTION 6.13   Limitation on Issuance of Capital Stock.....................................................97
SECTION 6.14   Limitation on Creation of Subsidiaries......................................................97
SECTION 6.15   Business....................................................................................97
SECTION 6.16   Limitation on Accounting Changes............................................................98
SECTION 6.17   Fiscal Year.................................................................................98
SECTION 6.18   No Further Negative Pledge..................................................................98
SECTION 6.19   Anti-Terrorism Law; Anti-Money Laundering...................................................98
SECTION 6.20   Embargoed Person............................................................................99
SECTION 6.21   Delaware Trust Capital Account..............................................................99

                                                 ARTICLE VII

                                                  GUARANTEE

SECTION 7.01   The Guarantee...............................................................................99
SECTION 7.02   Obligations Unconditional...................................................................99
SECTION 7.03   Reinstatement..............................................................................101
SECTION 7.04   Subrogation; Subordination.................................................................101
SECTION 7.05   Remedies...................................................................................101
SECTION 7.06   Instrument for the Payment of Money........................................................101
SECTION 7.07   Continuing Guarantee.......................................................................101
SECTION 7.08   General Limitation on Guarantee Obligations................................................101
SECTION 7.09   Release of Guarantors......................................................................102

                                                ARTICLE VIII

                                              EVENTS OF DEFAULT

SECTION 8.01   Events of Default..........................................................................102

                                                 ARTICLE IX

                                     APPLICATION OF COLLATERAL PROCEEDS

SECTION 9.01   Application of Proceeds....................................................................104
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Section                                                                                                  Page
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                                                  ARTICLE X

                              THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT

SECTION 10.01  Appointment................................................................................105
SECTION 10.02  Agent in Its Individual Capacity...........................................................105
SECTION 10.03  Exculpatory Provisions.....................................................................105
SECTION 10.04  Reliance by Agent..........................................................................106
SECTION 10.05  Delegation of Duties.......................................................................106
SECTION 10.06  Successor Agent............................................................................106
SECTION 10.07  Non-Reliance on Agent and Other Lenders....................................................107
SECTION 10.08  Name Agents................................................................................107
SECTION 10.09  Indemnification............................................................................107
SECTION 10.10  Pledge of Foreign Subsidiaries.............................................................107

                                                 ARTICLE XI

                                                MISCELLANEOUS

SECTION 11.01  Notices....................................................................................108
SECTION 11.02  Waivers; Amendment.........................................................................109
SECTION 11.03  Expenses; Indemnity........................................................................111
SECTION 11.04  Successors and Assigns.....................................................................113
SECTION 11.05  Survival of Agreement......................................................................115
SECTION 11.06  Counterparts; Integration; Effectiveness...................................................115
SECTION 11.07  Severability...............................................................................116
SECTION 11.08  Right of Setoff............................................................................116
SECTION 11.09  Governing Law; Jurisdiction; Consent to Service of Process.................................116
SECTION 11.10  Waiver of Jury Trial.......................................................................117
SECTION 11.11  Headings...................................................................................117
SECTION 11.12  Confidentiality............................................................................117
SECTION 11.13  Interest Rate Limitation...................................................................118
SECTION 11.14  Lender Addendum............................................................................118
</Table>

ANNEXES

Annex I                  Applicable Margin
Annex II                 Amortization Table

SCHEDULES

Schedule 1.01(a)         Consolidated EBITDA
Schedule 1.01(b)         Mortgaged Property
Schedule 1.01(c)         Existing Letters of Credit
Schedule 1.01(d)         Refinancing Indebtedness to Be Repaid
Schedule 1.01(e)         Subsidiary Guarantors
Schedule 3.03            Governmental Approvals; Compliance with Laws
Schedule 3.05(a)         Title to Properties
Schedule 3.05(b)         Real Property

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Schedule 3.06(a)         Ownership/No Claims
Schedule 3.06(c)         Violations or Proceedings
Schedule 3.07(a)         Subsidiaries
Schedule 3.07(c)         Corporate Organizational Chart
Schedule 3.08(a)         Litigation
Schedule 3.18            Environmental Matters
Schedule 3.19            Insurance
Schedule 4.01(h)         Local Counsel
Schedule 4.01(o)(vi)     Landlord Access Agreements
Schedule 4.01(p)(iii)    Title Insurance Amounts
Schedule 6.01(b)         Existing Indebtedness
Schedule 6.02(c)         Existing Liens
Schedule 6.04(b)         Existing Investments
Schedule 6.09            Transactions with Affiliates

EXHIBITS

Exhibit A                Form of Administrative Questionnaire
Exhibit B                Form of Assignment and Acceptance
Exhibit C                Form of Borrowing Request
Exhibit D                Form of Compliance Certificate
Exhibit E                Form of Interest Election Request
Exhibit F                Form of Joinder Agreement
Exhibit G                Form of Landlord Access Agreement
Exhibit H                Form of LC Request
Exhibit I                Form of Lender Addendum
Exhibit J                Form of Mortgage
Exhibit K-1              Form of Tranche B Note
Exhibit K-2              Form of Revolving Note
Exhibit K-3              Form of Swingline Note
Exhibit L-1              Form of Perfection Certificate
Exhibit L-2              Form of Perfection Certificate Supplement
Exhibit M                Form of Security Agreement
Exhibit N-1              Form of Opinion of Company Counsel
Exhibit N-2              Form of Opinion of Local Counsel
Exhibit O                Form of Solvency Certificate
Exhibit P                Form of Intercompany Note
Exhibit Q                Form of Non-Bank Certificate
Exhibit R                Form of Post-Closing Deliveries Letter

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                                CREDIT AGREEMENT

          This CREDIT AGREEMENT (this "AGREEMENT") dated as of May 18, 2004,
among GUNDLE/SLT ENVIRONMENTAL, INC., a Delaware corporation ("BORROWER"), GEO
HOLDINGS CORP., a Delaware corporation ("HOLDINGS"), the Subsidiary Guarantors
(such term and each other capitalized term used but not defined herein having
the meaning given to it in ARTICLE I), the Lenders, UBS SECURITIES LLC, as lead
arranger ("ARRANGER"), BANK OF AMERICA, N.A., as syndication agent ("SYNDICATION
AGENT"), CIT LENDING SERVICES CORPORATION, GMAC COMMERCIAL FINANCE LLC and
ALLIED IRISH BANKS, P.L.C., as co-documentation agents (each, a "DOCUMENTATION
AGENT"), UBS LOAN FINANCE LLC, as swingline lender (in such capacity, "SWINGLINE
LENDER"), and UBS AG, STAMFORD BRANCH, as issuing bank (in such capacity,
"ISSUING BANK"), as administrative agent (in such capacity, "ADMINISTRATIVE
AGENT") for the Lenders and as collateral agent (in such capacity, "COLLATERAL
AGENT") for the Secured Parties.

                                   WITNESSETH:

          WHEREAS, Holdings, through GEO Sub Corp., a Delaware corporation and a
direct Wholly Owned Subsidiary of Holdings ("MERGER SUB"), intends to acquire
(the "ACQUISITION") Borrower pursuant to that certain Plan and Agreement of
Merger, dated as of December 31, 2003 (as amended, supplemented or otherwise
modified from time to time in accordance with the provisions hereof and thereof,
the "ACQUISITION AGREEMENT"), among Holdings, Merger Sub and Borrower.

          WHEREAS, the Acquisition will be effected by a merger (the "MERGER")
of Merger Sub with and into Borrower, with Borrower surviving the merger.

          WHEREAS, the Equity Financing and the issuance of the Senior Notes
shall be consummated simultaneously herewith.

          WHEREAS, Borrower has requested the Lenders to extend credit in the
form of (a) Tranche B Loans on the Closing Date, in an aggregate principal
amount of $25,000,000, and (b) Revolving Loans at any time and from time to time
prior to the Revolving Maturity Date, in an aggregate principal amount at any
time outstanding not in excess of $40,000,000, of which no more than $15,600,000
may be drawn on the Closing Date.

          WHEREAS, Borrower has requested the Swingline Lender to make Swingline
Loans, at any time and from time to time prior to the Revolving Maturity Date,
in an aggregate principal amount at any time outstanding not in excess of
$5,000,000.

          WHEREAS, Borrower has requested the Issuing Bank to issue letters of
credit, in an aggregate face amount at any time outstanding not in excess of
$10,000,000, to support payment obligations incurred in the ordinary course of
business by Borrower and its Subsidiaries.

          WHEREAS, the proceeds of the Loans are to be used in accordance with
SECTION 3.12.

          NOW, THEREFORE, the Lenders are willing to extend such credit to
Borrower and the Issuing Bank is willing to issue letters of credit for the
account of Borrower on the terms and subject to the conditions set forth herein.
Accordingly, the parties hereto agree as follows:

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                                    ARTICLE I

                                   DEFINITIONS

          SECTION 1.01    DEFINED TERMS. As used in this Agreement, the
following terms shall have the meanings specified below:

          "ABR", when used in reference to any Loan or Borrowing, is used when
such Loan, or the Loans comprising such Borrowing, are bearing interest at a
rate determined by reference to the Alternate Base Rate.

          "ABR BORROWING" shall mean a Borrowing comprised of ABR Loans.

          "ABR LOAN" shall mean any ABR Term Loan or ABR Revolving Loan.

          "ABR REVOLVING LOAN" shall mean any Revolving Loan bearing interest at
a rate determined by reference to the Alternate Base Rate in accordance with the
provisions of ARTICLE II.

          "ABR TERM LOAN" shall mean any Tranche B Loan bearing interest at a
rate determined by reference to the Alternate Base Rate in accordance with the
provisions of ARTICLE II.

          "ACQUISITION" shall have the meaning assigned to such term in the
first recital hereto.

          "ACQUISITION AGREEMENT" shall have the meaning assigned to such term
in the first recital hereto.

          "ACQUISITION CONSIDERATION" shall mean the purchase consideration for
any Permitted Acquisition and all other payments by Holdings or any of its
Subsidiaries in exchange for, or as part of, or in connection with, any
Permitted Acquisition, whether paid in cash or by exchange of Equity Interests
of Holdings or of properties or otherwise and whether payable at or prior to the
consummation of such Permitted Acquisition or deferred for payment at any future
time, whether or not any such future payment is subject to the occurrence of any
contingency, and includes any and all payments representing the purchase price
and any assumptions of Indebtedness, "earn-outs" and other agreements to make
any payment the amount of which is, or the terms of payment of which are, in any
respect subject to or contingent upon the revenues, income, cash flow or profits
(or the like) of any person or business; PROVIDED that any such future payment
that is subject to a contingency shall be considered Acquisition Consideration
only to the extent of the reserve, if any, required under GAAP at the time of
such sale to be established in respect thereof by Holdings or any of its
Subsidiaries.

          "ACQUISITION DOCUMENTS" shall mean the collective reference to the
Acquisition Agreement and the other documents listed on SCHEDULE 3.21.

          "ADJUSTED LIBOR RATE" shall mean, with respect to any Eurodollar
Borrowing for any Interest Period, (a) an interest rate per annum (rounded
upward, if necessary, to the next 1/100th of 1%) determined by the
Administrative Agent to be equal to the LIBOR Rate for such Eurodollar Borrowing
in effect for such Interest Period divided by (b) 1 MINUS the Statutory Reserves
(if any) for such Eurodollar Borrowing for such Interest Period.

          "ADMINISTRATIVE AGENT" shall have the meaning assigned to such term in
the preamble hereto and includes each other person appointed as the successor
pursuant to ARTICLE X.

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          "ADMINISTRATIVE AGENT FEE" shall have the meaning assigned to such
term in SECTION 2.05(b).

          "ADMINISTRATIVE QUESTIONNAIRE" shall mean an Administrative
Questionnaire in the form of EXHIBIT A, or such other form as may be supplied
from time to time by the Administrative Agent.

          "AFFILIATE" shall mean, when used with respect to a specified person,
another person that directly, or indirectly through one or more intermediaries,
Controls or is Controlled by or is under common Control with the person
specified; PROVIDED, HOWEVER, that, for purposes of SECTION 6.09, the term
"Affiliate" shall also include (i) any person that directly or indirectly owns
more than 10% of any class of Equity Interests of the person specified or (ii)
any person that is an executive officer or director of the person specified, and
no Company shall be deemed an Affiliate of any Lender or Agent.

          "AGENTS" shall mean the Arranger, each Documentation Agent, the
Syndication Agent, the Administrative Agent and the Collateral Agent; and
"AGENT" shall mean any of them.

          "AGREEMENT" shall have the meaning assigned to such term in the
preamble hereto.

          "ALTERNATE BASE RATE" shall mean, for any day, a rate per annum
(rounded upward, if necessary, to the next 1/100th of 1%) equal to the greater
of (a) the Base Rate in effect on such day and (b) the Federal Funds Effective
Rate in effect on such day PLUS 0.50%. If the Administrative Agent shall have
determined (which determination shall be conclusive absent manifest error) that
it is unable to ascertain the Federal Funds Effective Rate for any reason,
including the inability or failure of the Administrative Agent to obtain
sufficient quotations in accordance with the terms of the definition thereof,
the Alternate Base Rate shall be determined without regard to clause (b) of the
preceding sentence until the circumstances giving rise to such inability no
longer exist. Any change in the Alternate Base Rate due to a change in the Base
Rate or the Federal Funds Effective Rate shall be effective on the effective
date of such change in the Base Rate or the Federal Funds Effective Rate,
respectively.

          "ANTI-TERRORISM LAWS" shall have the meaning assigned to such term in
SECTION 3.22.

          "APPLICABLE FEE" shall mean, for any day, with respect to any
Commitment, the applicable percentage set forth in ANNEX I under the caption
"Applicable Fee."

          "APPLICABLE MARGIN" shall mean, for any day, with respect to any
Revolving Loan or Tranche B Loan, as the case may be, the applicable percentage
set forth in ANNEX I under the appropriate caption.

          "ARRANGER" shall have the meaning assigned to such term in the
preamble hereto.

          "ASSET SALE" shall mean (a) any conveyance, sale, lease, sublease,
assignment, transfer or other disposition (including by way of merger or
consolidation and including any Sale and Leaseback Transaction) of any property
excluding (i) sales of inventory in the ordinary course of business or to
another Company (provided such sale is permitted under SECTION 6.09) and (ii)
dispositions of cash equivalents in the ordinary course of business, by Holdings
or any of its Subsidiaries and (b) any issuance or sale of any Equity Interests
of any Subsidiary of Holdings, in each case, to any person other than (i)
Borrower, (ii) any Subsidiary Guarantor or (iii) other than for purposes of
SECTION 6.06, any other Subsidiary.

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          "ASSIGNMENT AND ACCEPTANCE" shall mean an assignment and acceptance
entered into by a Lender and an assignee, and accepted by the Administrative
Agent, substantially in the form of EXHIBIT B, or such other form as shall be
approved by the Administrative Agent.

          "ATTRIBUTABLE INDEBTEDNESS" shall mean, when used with respect to any
Sale and Leaseback Transaction, as at the time of determination, the present
value (discounted at a rate equivalent to Borrower's then-current weighted
average cost of funds for borrowed money as at the time of determination,
compounded on a semi-annual basis) of the total obligations of the lessee for
rental payments during the remaining term of the lease included in any such Sale
and Leaseback Transaction.

          "AVAILABLE EXCESS CASH FLOW" shall mean, on any date of determination,
an amount equal to (a) the Cumulative Retained Excess Cash Flow Amount on such
date MINUS (b) any amounts of Excess Cash Flow used prior to such date to make
Permitted Acquisitions and Investments permitted under SECTION 6.04(t).

          "BTI CANADA" shall mean Bentofix Technologies Inc., a corporation
organized under the laws of Canada.

          "BTI CANADA SHAREHOLDERS AGREEMENT" shall mean the Shareholders
Agreement, dated as of April 1, 1992, among Albarrie Naue Ltd., an Ontario
corporation, Naue-Fasertechnik GmbH & Co., KG, a German limited partnership,
Terrafix Geosynthetics, Inc., an Ontario corporation, and GSE Lining Technology
Canada Ltd. (formerly known as Columbia Geosystems Ltd.), a Canadian
corporation.

          "BTI USA" shall mean Bentofix Technologies (USA) Inc., a Delaware
corporation.

          "BAILEE LETTER" shall have the meaning assigned thereto in the
Security Agreement.

          "BASE RATE" shall mean, for any day, a rate per annum that is equal to
the corporate base rate of interest established by the Administrative Agent from
time to time; each change in the Base Rate shall be effective on the date such
change is effective. The corporate base rate is not necessarily the lowest rate
charged by the Administrative Agent to its customers.

          "BOARD" shall mean the Board of Governors of the Federal Reserve
System of the United States.

          "BOARD OF DIRECTORS" shall mean, with respect to any person, (i) in
the case of any corporation, the board of directors of such person, (ii) in the
case of any limited liability company, the board of managers of such person,
(iii) in the case of any partnership, the Board of Directors of the general
partner of such person and (iv) in any other case, the functional equivalent of
the foregoing.

          "BORROWER" shall mean, initially, GEO Sub Corp., and upon consummation
of the Acquisition and the Merger, Gundle/SLT Environmental, Inc.

          "BORROWING" shall mean (a) Loans of the same Class and Type, made,
converted or continued on the same date and, in the case of Eurodollar Loans, as
to which a single Interest Period is in effect, or (b) a Swingline Loan.

          "BORROWING REQUEST" shall mean a request by Borrower in accordance
with the terms of SECTION 2.03 and substantially in the form of EXHIBIT C, or
such other form as shall be approved by the Administrative Agent.

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          "BUSINESS DAY" shall mean any day other than a Saturday, Sunday or
other day on which banks in New York City are authorized or required by law to
close; PROVIDED, HOWEVER, that when used in connection with a Eurodollar Loan,
the term "Business Day" shall also exclude any day on which banks are not open
for dealings in dollar deposits in the London interbank market

          "CAPITAL EXPENDITURES" shall mean, with respect to any person, for any
period, without duplication, the aggregate amount of all expenditures by such
person during that period for fixed or capital assets that, in accordance with
GAAP, are classified as capital expenditures in the consolidated statement of
cash flows of such person, but excluding (i) expenditures made in connection
with the replacement, substitution or restoration of property from the proceeds
of Asset Sales and Casualty Events, (ii) any portion of such increase
attributable solely to acquisitions of property, plant and equipment in
Permitted Acquisitions, (iii) property, plant and equipment taken in settlement
of Accounts and (iv) expenditures which are reimbursed by an unrelated third
party or for which a receivable from an unrelated third party has been recorded;
PROVIDED, that if such receivable is not paid by the last day of the period, any
expenditures for which a receivable has been recorded shall constitute Capital
Expenditures in the next period.

          "CAPITAL LEASE OBLIGATIONS" of any person shall mean the obligations
of such person to pay rent or other amounts under any lease of (or other
arrangement conveying the right to use) real or personal property, or a
combination thereof, which obligations are required to be classified and
accounted for as capital leases on a balance sheet of such person under GAAP,
and the amount of such obligations shall be the capitalized amount thereof
determined in accordance with GAAP.

          "CASH EQUIVALENTS" shall mean, as to any person, (a) securities
issued, or directly, unconditionally and fully guaranteed or insured, by the
United States or any agency or instrumentality thereof (PROVIDED that the full
faith and credit of the United States is pledged in support thereof) having
maturities of not more than one year from the date of acquisition by such
person; (b) securities issued, or directly, unconditionally and fully guaranteed
or insured, by any state of the United States of America or any political
subdivision of any such state or any public instrumentality thereof maturing
within one year from the date of acquisition thereof and, at the time of
acquisition, having one of the two highest ratings obtainable from either
Standard and Poor's Ratings Group ("S&P") or Moody's Investors Service, Inc.
("MOODY'S"); (c) time deposits and certificates of deposit of any Lender or any
commercial bank having, or which is the principal banking subsidiary of a bank
holding company organized under the laws of the United States, any state thereof
or the District of Columbia or any U.S. branch of a foreign bank having, capital
and surplus aggregating in excess of $500,000,000 and a rating of "A" (or such
other similar equivalent rating) or higher by at least one nationally recognized
statistical rating organization (as defined in Rule 436 under the Securities
Act) with maturities of not more than one year from the date of acquisition by
such person; (d) repurchase obligations with a term of not more than 30 days for
underlying securities of the types described in clause (a) above entered into
with any bank meeting the qualifications specified in clause (c) above, which
repurchase obligations are secured by a valid perfected security interest in the
underlying securities; (e) commercial paper issued by any person incorporated in
the United States rated at least A-1 or the equivalent thereof by S&P or at
least P-I or the equivalent thereof by Moody's, and in each case maturing not
more than one year after the date of acquisition by such person; (f) investments
in money market funds substantially all of whose assets are comprised of
securities of the types described in clauses (a) through (e) above; and (g)
demand deposit accounts maintained in the ordinary course of business.

          "CASH INTEREST EXPENSE" shall mean, for any period, Consolidated
Interest Expense for such period, LESS the sum of (a) interest on any debt paid
by the increase in the principal amount of such

                                       -5-
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debt including by issuance of additional debt of such kind, (b) items described
in clause (c) or, other than to the extent paid in cash, clause (g) of the
definition of "Consolidated Interest Expense", (c) gross interest income of
Borrower and its Subsidiaries for such period and (d) payments to obtain Hedging
Agreements; PROVIDED that (i) for the four-fiscal quarter period ending
September 30, 2004, Cash Interest Expense shall be deemed to be equal to Cash
Interest Expense for the fiscal quarter ending September 30, 2004 multiplied by
4; (ii) for the four-fiscal quarter period ending December 31, 2004, Cash
Interest Expense shall be deemed to be equal to the sum of Cash Interest Expense
for the fiscal quarters ending September 30, 2004 and December 31, 2004,
multiplied by 2; and (iii) for the four-fiscal quarter period ending March 31,
2005, Cash Interest Expense shall be deemed to be equal to the sum of Cash
Interest Expense for the fiscal quarters ending September 30, 2004, December 31,
2004 and March 31, 2005, multiplied by 4/3.

          "CASUALTY EVENT" shall mean any loss of title or any loss of or damage
to or destruction of, or any condemnation or other taking (including by any
Governmental Authority) of, any property of Holdings or any of its Subsidiaries.
"Casualty Event" shall include but not be limited to any taking of all or any
part of any Real Property of any person or any part thereof, in or by
condemnation or other eminent domain proceedings pursuant to any law, or by
reason of the temporary requisition of the use or occupancy of all or any part
of any Real Property of any person or any part thereof by any Governmental
Authority, civil or military, or any settlement in lieu thereof.

          "CERCLA" shall mean the Comprehensive Environmental Response,
Compensation, and Liability Act of 1980, as amended, 42 U.S.C. Section 9601 ET
SEQ.

          A "CHANGE IN CONTROL" shall be deemed to have occurred if:

          (a)      Holdings at any time ceases to own 100% of the Equity
     Interests of Borrower;

          (b)      at any time a change of control occurs under the Senior Note
     Documents;

          (c)      prior to an IPO, (i) the Permitted Holders cease to own, or
     to have the power to vote or direct the voting of, Voting Stock of Holdings
     representing a majority of the voting power of the total outstanding Voting
     Stock of Holdings or (ii) the Permitted Holders cease to own Equity
     Interests representing a majority of the total economic interests of the
     Equity Interests of Holdings;

          (d)      following an IPO, (i) the Permitted Holders shall fail to
     own, or to have the power to vote or direct the voting of, Voting Stock of
     Holdings representing more than 35% of the voting power of the total
     outstanding Voting Stock of Holdings, (ii) the Permitted Holders cease to
     own Equity Interests representing more than 35% of the total economic
     interests of the Equity Interests of Holdings or (iii) any "person" or
     "group" (as such terms are used in Sections 13(d) and 14(d) of the Exchange
     Act), other than one or more Permitted Holders, is or becomes the
     beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange
     Act, except that for purposes of this clause such person or group shall be
     deemed to have "beneficial ownership" of all securities that such person or
     group has the right to acquire, whether such right is exercisable
     immediately or only after the passage of time), directly or indirectly, of
     Voting Stock of Holdings representing more of the voting power of the total
     outstanding Voting Stock of Holdings than is held by the Permitted Holders;
     or

                                       -6-
<Page>

          (e)      following an IPO, during any period of two consecutive years,
     individuals who at the beginning of such period constituted the Board of
     Directors of Holdings (together with any new directors who were nominated
     by the Permitted Holders or whose election to such Board of Directors or
     whose nomination for election was approved by a vote of a majority of the
     members of the Board of Directors of Holdings, which members comprising
     such majority are then still in office and were either directors at the
     beginning of such period or whose election or nomination for election was
     previously so approved) cease for any reason to constitute a majority of
     the Board of Directors of Holdings.

          "CHANGE IN LAW" shall mean (a) the adoption of any law, treaty, order,
rule or regulation after the date of this Agreement, (b) any change in any law,
treaty, order, rule or regulation or in the interpretation or application
thereof by any Governmental Authority after the date of this Agreement or (c)
compliance by any Lender or Issuing Bank (or for purposes of SECTION 2.12(b), by
any lending office of such Lender or by such Lender's or Issuing Bank's holding
company, if any) with any request, guideline or directive (whether or not having
the force of law) of any Governmental Authority made or issued after the date of
this Agreement.

          "CHARGES" shall have the meaning assigned to such term in SECTION
11.13.

          "CHS MANAGEMENT" shall mean CHS Management IV LP, and its Affiliates
and successors.

          "CLASS," when used in reference to any Loan or Borrowing, refers to
whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans,
Tranche B Loans or Swingline Loans and, when used in reference to any
Commitment, refers to whether such Commitment is a Revolving Commitment, Tranche
B Commitment or Swingline Commitment, in either case, under this Agreement, of
which such Loan, Borrowing or Commitment shall be a part.

          "CLOSING DATE" shall mean the date of the initial Credit Extension
hereunder.

          "CODE" shall mean the Internal Revenue Code of 1986, as amended from
time to time.

          "COLLATERAL" shall mean, collectively, all of the Security Agreement
Collateral, the Mortgaged Property and all other property of whatever kind and
nature pledged as collateral under any Security Document.

          "COLLATERAL AGENT" shall have the meaning assigned to such term in the
preamble hereto.

          "COMMERCIAL LETTER OF CREDIT" shall mean any letter of credit or
similar instrument issued for the purpose of providing credit support in
connection with the purchase of materials, goods or services or otherwise by
Borrower or any of its Subsidiaries in the ordinary course of their businesses.

          "COMMITMENT" shall mean, with respect to any Lender, such Lender's
Revolving Commitment, Tranche B Commitment or Swingline Commitment.

          "COMMITMENT FEE" shall have the meaning assigned to such term in
SECTION 2.05(a).

          "COMPANIES" shall mean Holdings and its Subsidiaries; and "COMPANY"
shall mean any one of them.

                                       -7-
<Page>

          "COMPLIANCE CERTIFICATE" shall mean a certificate of a Financial
Officer substantially in the form of EXHIBIT D.

          "CONFIDENTIAL INFORMATION MEMORANDUM" shall mean that certain
confidential information memorandum dated as of April 2004.

          "CONSOLIDATED AMORTIZATION EXPENSE" shall mean, for any period, the
amortization expense of Borrower and its Subsidiaries for such period,
determined on a consolidated basis in accordance with GAAP.

          "CONSOLIDATED CURRENT ASSETS" shall mean, as at any date of
determination, the total assets (excluding deferred taxes and taxes payable) of
Borrower and its Subsidiaries which may properly be classified as current assets
on a consolidated balance sheet of Borrower and its Subsidiaries in accordance
with GAAP.

          "CONSOLIDATED CURRENT LIABILITIES" shall mean, as at any date of
determination, the total liabilities (excluding deferred taxes and taxes
payable) of Borrower and its Subsidiaries which may properly be classified as
current liabilities (other than the current portion of any Loans and other long
term Indebtedness) on a consolidated balance sheet of Borrower and its
Subsidiaries in accordance with GAAP.

          "CONSOLIDATED DEPRECIATION EXPENSE" shall mean, for any period, the
depreciation expense of Borrower and its Subsidiaries for such period,
determined on a consolidated basis in accordance with GAAP.

          "CONSOLIDATED EBITDA" shall mean, for the fiscal quarters of Borrower
ended December 31, 2003 and March 31, 2004, the amounts set forth on SCHEDULE
1.01(a), and for any other period, Consolidated Net Income for such period,
adjusted by (x) ADDING THERETO, in each case (other than with respect to (g)
below) only to the extent (and in the same proportion) deducted in determining
such Consolidated Net Income:

          (a)      Consolidated Interest Expense for such period,

          (b)      Consolidated Amortization Expense for such period,

          (c)      Consolidated Depreciation Expense for such period,

          (d)      Consolidated Tax Expense for such period,

          (e)      costs and expenses incurred in connection with the
     Transactions,

          (f)      the aggregate amount of all other non-cash items reducing
     Consolidated Net Income (excluding any non-cash charge that results in an
     accrual of a reserve for cash charges in any future period) for such
     period,

          (g)      proceeds from business interruption insurance,

          (h)      (i) management fees to CHS Management or any of its
     Affiliates permitted by SECTION 6.09(e) and (ii) consulting fees, advisory
     fees or similar fees to CHS Management or any of its Affiliates permitted
     by the terms of the Management Agreement and rendered in connection

                                       -8-
<Page>

     with any Permitted Acquisition or permitted Investment, Equity Issuance,
     recapitalization, Asset Sale or Indebtedness permitted under ARTICLE VI,

          (i)      payments and expenses made during such period in connection
     with the patent infringement litigation involving Poly-America, L.P., in an
     amount not to exceed the amount deposited as of the Closing Date pursuant
     to the Collateral Agreement dated January 13, 2003, between Borrower and
     Westchester Fire Insurance Company, as agent for itself and the other
     insurance companies named therein,

          (j)      any non-cash charge outside the ordinary course of business
     that results in an accrual of a reserve for cash charges in any future
     period,

          (k)      costs, fees, expenses and charges made related to any
     Permitted Acquisition, any Investment permitted under SECTIONS 6.04(e) and
     (t), any Equity Issuance made to unrelated third parties through the
     capital markets, any Asset Sale to an unrelated third party or any
     Indebtedness issued to an unrelated third party, including, without
     limitation, one time compensation charges, stay bonuses paid to existing
     management and severance cost; PROVIDED, that all such costs, fees,
     expenses and charges under this clause (k) shall not exceed $1,500,000 per
     fiscal year of Borrower, and

(y) SUBTRACTING THEREFROM (a) the aggregate amount of all non-cash items
increasing Consolidated Net Income (other than the accrual of revenue or
recording of receivables in the ordinary course of business) for such period and
(b) the reversal of any reserve or the payment of any amount that was reserved,
in each case, as described in clause (j) above.

          Other than for purposes of calculating Excess Cash Flow, Consolidated
EBITDA shall be calculated on a Pro Forma Basis to give effect to the
Acquisition, any Permitted Acquisition and Asset Sales (other than any
dispositions in the ordinary course of business) consummated at any time on or
after the first day of the Test Period thereof as if the Acquisition and each
such Permitted Acquisition had been effected on the first day of such period and
as if each such Asset Sale had been consummated on the day prior to the first
day of such period.

          "CONSOLIDATED FIXED CHARGE COVERAGE RATIO" shall mean, for any Test
Period, the ratio of (a) Consolidated EBITDA for such Test Period LESS (i) the
aggregate amount of Capital Expenditures for such period (other than to the
extent financed by Excluded Issuances or Indebtedness) and (ii) all cash
payments in respect of income taxes made during such period (net of any cash
refund in respect of income taxes actually received during such period); to (b)
Consolidated Fixed Charges for such Test Period; PROVIDED, HOWEVER, that for
purposes of determining the amount of cash payments in respect of income taxes,
such cash payments shall be deemed to be $7,100,000 with respect to each of the
four-fiscal quarter periods ending September 30, 2004, December 31, 2004, March
31, 2004 and June 30, 2004.

          "CONSOLIDATED FIXED CHARGES" shall mean, for any period, the sum,
without duplication, of

          (a)      Cash Interest Expense for such period;

          (b)      the principal amount of all scheduled amortization payments
     on all Indebtedness (including the principal component of all Capital Lease
     Obligations, but excluding such amortization payments on Indebtedness
     incurred to finance Capital Expenditures for such period sub-

                                       -9-
<Page>

     tracted from Consolidated EBITDA in determining the Consolidated Fixed
     Charge Coverage Ratio for the applicable Test Period or any prior period)
     of Borrower and its Subsidiaries for such period (as determined on the
     first day of the respective period) ("Scheduled Amortization"); PROVIDED
     that (i) for the four-fiscal quarter period ending September 30, 2004,
     Scheduled Amortization shall be deemed to be equal to Scheduled
     Amortization for the fiscal quarter ending September 30, 2004 multiplied by
     4; (ii) for the four-fiscal quarter period ending December 31, 2004,
     Scheduled Amortization shall be deemed to be equal to the sum of Scheduled
     Amortization for the fiscal quarters ending September 30, 2004 and December
     31, 2004, multiplied by 2; and (iii) for the four-fiscal quarter period
     ending March 31, 2005, Scheduled Amortization shall be deemed to be equal
     to the sum of Scheduled Amortization for the fiscal quarters ending
     September 30, 2004, December 31, 2004 and March 31, 2005, multiplied by
     4/3.

          (c)      the product of (i) all dividend payments on any series of
     Disqualified Capital Stock of Holdings or any of its Subsidiaries (other
     than dividend payments to Borrower or any of its Subsidiaries) MULTIPLIED
     BY (ii) a fraction, the numerator of which is one and the denominator of
     which is one minus the then current combined federal, state and local
     statutory tax rate of Holdings and its Subsidiaries, expressed as a
     decimal; and

          (d)      the product of (i) all cash dividend payments on any
     Preferred Stock (other than Disqualified Capital Stock) of Holdings or any
     of its Subsidiaries (other than dividend payments to Borrower or any of its
     Subsidiaries) MULTIPLIED BY (ii) a fraction, the numerator of which is one
     and the denominator of which is one minus the then current combined
     federal, state and local statutory tax rate of Holdings and its
     Subsidiaries, expressed as a decimal.

          "CONSOLIDATED INDEBTEDNESS" shall mean, as at any date of
determination, without duplication, the aggregate amount of (i) all Indebtedness
(other than LC Exposure), (ii) all LC Exposure of the type described in clause
(a) of the definition thereof with respect to any Letter of Credit (other than a
Letter of Credit issued in the ordinary course of business as surety for
contracts or otherwise in connection with Borrower's or any of its Subsidiaries'
business operations), and (iii) all LC Exposure of the type described in clause
(b) of the definition thereof, in each case, of Borrower and its Subsidiaries,
determined on a consolidated basis in accordance with GAAP; PROVIDED that for
the purposes of this definition, for the fiscal quarters of Borrower ended
September 30, 2004, December 31, 2004 and March 31, 2005, the amount of
Indebtedness of Borrower and its Subsidiaries in respect of revolving loans
during each such fiscal quarter shall be deemed to be $8,400,000; and PROVIDED
FURTHER that for each fiscal quarter of Borrower ended after March 31, 2005, the
amount of Indebtedness of Borrower and its Subsidiaries in respect of revolving
loans shall be the average of the aggregate amount of revolving loans of
Borrower and its Subsidiaries outstanding during the four fiscal quarter period
ending on the date of determination.

          "CONSOLIDATED INTEREST COVERAGE RATIO" shall mean, for any Test
Period, the ratio of (x) Consolidated EBITDA for such Test Period to (y) Cash
Interest Expense for such Test Period.

          "CONSOLIDATED INTEREST EXPENSE" shall mean, for any period, the total
consolidated interest expense of Borrower and its Subsidiaries for such period
determined on a consolidated basis in accordance with GAAP PLUS, without
duplication:

          (a)      imputed interest on Capital Lease Obligations and
     Attributable Indebtedness of Borrower and its Subsidiaries for such period;

                                      -10-
<Page>

          (b)      commissions, discounts and other fees and charges owed by
     Borrower or any of its Subsidiaries with respect to letters of credit
     securing financial obligations, bankers' acceptance financing and
     receivables financings for such period;

          (c)      amortization of debt issuance costs, debt discount or premium
     and other financing fees and expenses incurred by Borrower or any of its
     Subsidiaries for such period;

          (d)      cash contributions to any employee stock ownership plan or
     similar trust made by Borrower or any of its Subsidiaries to the extent
     such contributions are used by such plan or trust to pay interest or fees
     to any person (other than Borrower or a Wholly Owned Subsidiary) in
     connection with Indebtedness incurred by such plan or trust for such
     period;

          (e)      all interest paid or payable with respect to discontinued
     operations of Borrower or any of its Subsidiaries for such period,

          (f)      the interest portion of any deferred payment obligations of
     Borrower or any of its Subsidiaries for such period; and

          (g)      all interest on any Indebtedness of Borrower or any of its
     Subsidiaries of the type described in clause (f) or (k) of the definition
     of "Indebtedness" for such period;

PROVIDED that (a) to the extent related to the Transactions, debt issuance
costs, debt discount or premium and other financing fees and expenses shall be
excluded from the calculation of Consolidated Interest Expense and (b)
Consolidated Interest Expense shall be calculated after giving effect to Hedging
Agreements (including associated costs), but excluding unrealized gains and
losses with respect to Hedging Agreements.

          Consolidated Interest Expense shall be calculated on a Pro Forma Basis
to give effect to any Indebtedness incurred, assumed or permanently repaid or
extinguished during the relevant Test Period in connection with the Acquisition,
any Permitted Acquisitions and Asset Sales (other than any dispositions in the
ordinary course of business) as if such incurrence, assumption, repayment or
extinguishing had been effected on the first day of such period.

          "CONSOLIDATED NET INCOME" shall mean, for any period, the consolidated
net income (or loss) of Borrower and its Subsidiaries determined on a
consolidated basis in accordance with GAAP; PROVIDED that there shall be
excluded from such net income (to the extent otherwise included therein),
without duplication:

          (a)      the net income (or loss) of any person (other than a
     Subsidiary of Borrower) in which any person other than Borrower and its
     Subsidiaries has an ownership interest, except to the extent that cash in
     an amount equal to any such income has actually been received by Borrower
     or (subject to clause (b) below) any of its Subsidiaries during such
     period;

          (b)      the net income of any Subsidiary of Borrower that is not a
     Subsidiary Guarantor during such period to the extent that the declaration
     or payment of dividends or similar distributions by such Subsidiary of that
     income is not permitted by operation of the terms of its Organizational
     Documents or any agreement, instrument, judgment, decree, order, statute,
     rule or regulation applicable to that Subsidiary during such period, except
     that Borrower's equity in net loss of any such Subsidiary for such period
     shall be included in determining Consolidated Net Income;

                                      -11-
<Page>

          (c)      any gain (or loss), together with any related provisions for
     taxes on any such gain (or the tax effect of any such loss), realized
     during such period by Borrower or any of its Subsidiaries upon (i) any
     Asset Sale (other than any dispositions in the ordinary course of business)
     by Borrower or any of its Subsidiaries or (ii) the acquisition of any
     securities, or the extinguishment or conversion of any Indebtedness or
     Equity Interests of Borrower or any of its Subsidiaries;

          (d)      gains and losses due solely to (i) fluctuations in currency
     values and the related tax effects determined in accordance with GAAP for
     such period or (ii) the cumulative effect of any change in accounting
     principles;

          (e)      earnings or charges resulting from any reappraisal,
     revaluation, write-up or write-down of assets;

          (f)      unrealized gains and losses with respect to Hedging
     Obligations for such period; and

          (g)      any extraordinary or nonrecurring gain (or extraordinary or
     nonrecurring loss), together with any related provision for taxes on any
     such gain (or the tax effect of any such loss), recorded or recognized by
     Borrower or any of its Subsidiaries during such period.

          In addition, Consolidated Net Income shall be calculated without
giving effect to (i) any write-off of deferred financing costs incurred as a
result of the refinancing of Indebtedness existing immediately prior to the
Closing Date, (ii) purchase accounting or similar adjustments required or
permitted by GAAP, in connection with the Acquisition and any Permitted
Acquisition, (iii) any gain or loss recognized in determining consolidated net
income (or net loss) for such period in respect of pension and other
post-retirement benefits and (iv) any gain or loss recognized in determining
consolidated net income (or loss) for such period in respect of pension assets.

          For purposes of this definition of "Consolidated Net Income," (1)
"NONRECURRING" means any gain or loss as of any date that is not reasonably
likely to recur within the two years following such date; PROVIDED that if there
was a gain or loss similar to such gain or loss within the two years preceding
such date, such gain or loss shall not be deemed nonrecurring and (2)
Consolidated Net Income shall be reduced (to the extent not already reduced
thereby) by the amount of any payments to or on behalf of Holdings made pursuant
to SECTIONS 6.08(c) and (d).

          "CONSOLIDATED TAX EXPENSE" shall mean, for any period, the tax expense
of Borrower and its Subsidiaries, for such period, determined on a consolidated
basis in accordance with GAAP.

          "CONTESTED COLLATERAL LIEN CONDITIONS" shall mean, with respect to any
Permitted Lien of the type described in clauses (a), (b), (e) and (f) of SECTION
6.02, the following conditions:

          (a)      Borrower shall cause any proceeding instituted contesting
     such Lien to stay the sale or forfeiture of any portion of the Collateral
     on account of such Lien;

          (b)      at the option and at the request of the Administrative Agent,
     to the extent such Lien is in an amount in excess of $250,000, the
     appropriate Loan Party shall maintain reserves in an amount sufficient to
     pay and discharge such Lien and the Administrative Agent's reasonable
     estimate of all interest and penalties related thereto; and

                                      -12-
<Page>

          (c)      such Lien shall in all respects be subject and subordinate in
     priority to the Lien and security interest created and evidenced by the
     Security Documents, except if and to the extent that the law or regulation
     creating, permitting or authorizing such Lien provides that such Lien is or
     must be superior to the Lien and security interest created and evidenced by
     the Security Documents.

          "CONTINGENT OBLIGATION" shall mean, as to any person, any obligation,
agreement, understanding or arrangement of such person guaranteeing or intended
to guarantee any Indebtedness, leases, dividends or other obligations ("PRIMARY
OBLIGATIONS") of any other person (the "PRIMARY OBLIGOR") in any manner, whether
directly or indirectly, including any obligation of such person, whether or not
contingent, (a) to purchase any such primary obligation or any property
constituting direct or indirect security therefor; (b) to advance or supply
funds (i) for the purchase or payment of any such primary obligation or (ii) to
maintain working capital or equity capital of the primary obligor or otherwise
to maintain the net worth or solvency of the primary obligor; (c) to purchase
property, securities or services primarily for the purpose of assuring the owner
of any such primary obligation of the ability of the primary obligor to make
payment of such primary obligation; (d) with respect to bankers' acceptances,
letters of credit and similar credit arrangements, until a reimbursement
obligation arises (which reimbursement obligation shall constitute
Indebtedness); or (e) otherwise to assure or hold harmless the holder of such
primary obligation against loss in respect thereof; PROVIDED, HOWEVER, that the
term "Contingent Obligation" shall not include endorsements of instruments for
deposit or collection or standard contractual indemnities in the ordinary course
of business or any product warranties. The amount of any Contingent Obligation
shall be deemed to be an amount equal to the stated or determinable amount of
the primary obligation in respect of which such Contingent Obligation is made
(or, if less, the maximum amount of such primary obligation for which such
person may be liable, whether singly or jointly, pursuant to the terms of the
instrument evidencing such Contingent Obligation) or, if not stated or
determinable, the maximum reasonably anticipated liability in respect thereof
(assuming such person is required to perform thereunder) as determined by such
person in good faith.

          "CONTROL" shall mean the possession, directly or indirectly, of the
power to direct or cause the direction of the management or policies of a
person, whether through the ownership of voting securities, by contract or
otherwise, and the terms "CONTROLLING" and "CONTROLLED" shall have meanings
correlative thereto.

          "CONTROL AGREEMENT" shall have the meaning assigned to such term in
the Security Agreement.

          "CONTROLLED INVESTMENT AFFILIATE" means, as to any person, any other
person which directly or indirectly is in Control of, is Controlled by, or is
under common Control with, such person and is organized by such person (or any
person or group of persons Controlling such person) primarily for making equity
or debt investments in Holdings or other portfolio companies.

          "CREDIT EXTENSION" shall mean, as the context may require, (i) the
making of a Loan by a Lender or (ii) the issuance of any Letter of Credit, or
the amendment, extension or renewal of any existing Letter of Credit, by the
Issuing Bank.

          "CUMULATIVE RETAINED EXCESS CASH FLOW AMOUNT" shall mean, at any date,
an amount, not less than zero, determined on cumulative basis equal to the
amount of Excess Cash Flow for all Excess Cash Flow Periods ending after the
Closing Date that is not (and, in the case of any Excess Cash Flow Period where
the respective required date of prepayment has not yet occurred pursuant to
SEC-

                                      -13-
<Page>

TION 2.10(g), will not on such date of required prepayment be) required to be
applied in accordance with SECTION 2.10(g).

          "DEBT ISSUANCE" shall mean the incurrence by Holdings or any of its
Subsidiaries of any Indebtedness after the Closing Date (other than as permitted
by SECTION 6.01).

          "DEBT SERVICE" shall mean, for any period, Cash Interest Expense for
such period plus scheduled principal amortization of all Indebtedness for such
period.

          "DEFAULT" shall mean any event, occurrence or condition which is, or
upon notice, lapse of time or both would constitute, an Event of Default.

          "DEFAULT PERIOD" shall mean, with respect to any Defaulting Lender,
the period commencing on the date of the applicable Funding Default and ending
on the date on which Borrower, Administrative Agent and Requisite Lenders waive
all Funding Defaults of such Defaulting Lender in writing.

          "DEFAULT RATE" shall have the meaning assigned to such term in SECTION
2.06(c).

          "DEFAULTED LOAN" shall have the meaning assigned to such term in
SECTION 2.16(b).

          "DEFAULTING LENDER" shall have the meaning assigned to such term in
SECTION 2.16(b).

          "DISQUALIFIED CAPITAL STOCK" shall mean any Equity Interest which, by
its terms (or by the terms of any security into which it is convertible or for
which it is exchangeable), or upon the happening of any event, (a) matures
(excluding any maturity as the result of an optional redemption by the issuer
thereof) or is mandatorily redeemable, pursuant to a sinking fund obligation or
otherwise, or is redeemable at the option of the holder thereof, in whole or in
part, on or prior to 180 days after the Final Maturity Date, (b) is convertible
into or exchangeable (unless at the sole option of the issuer thereof) for (i)
debt securities or (ii) any Equity Interests referred to in (a) above, in each
case at any time on or prior to 180 days after the Final Maturity Date, or (c)
contains any repurchase obligation which may come into effect prior to payment
in full of all Obligations (other than contingent indemnity obligations).

          "DIVIDEND" with respect to any person shall mean that such person has
declared or paid a dividend or returned any equity capital to the holders of its
Equity Interests or authorized or made any other distribution, payment or
delivery of property (other than Qualified Capital Stock of such person) or cash
to the holders of its Equity Interests as such, or redeemed, retired, purchased
or otherwise acquired, directly or indirectly, for consideration any of its
Equity Interests outstanding (or any options or warrants issued by such person
with respect to its Equity Interests), or set aside any funds for any of the
foregoing purposes, or shall have permitted any of its Subsidiaries to purchase
or otherwise acquire for consideration any of the Equity Interests of such
person outstanding (or any options or warrants issued by such person with
respect to its Equity Interests). Without limiting the foregoing, "Dividends"
with respect to any person shall also include all payments made or required to
be made by such person with respect to any stock appreciation rights, plans,
equity incentive or achievement plans or any similar plans or setting aside of
any funds for the foregoing purposes.

          "DOCUMENTATION AGENT" shall have the meaning assigned to such term in
the preamble hereto.

          "DOLLARS" or "$" shall mean lawful money of the United States.

                                      -14-
<Page>

          "EARNOUT OBLIGATIONS" shall mean all obligations incurred in
connection with any acquisition of a Person under non-compete agreements,
consulting agreements, purchase agreements, earnout agreements and similar
deferred purchase arrangements.

          "EMBARGOED PERSON" shall have the meaning assigned to such term in
SECTION 6.21.

          "ENGAGEMENT LETTER" shall mean the confidential Engagement Letter,
dated December 31, 2003, between GEO Holdings Corp. and UBS Securities LLC.

          "ENVIRONMENT" shall mean ambient air, surface water and groundwater
(including potable water, navigable water and wetlands), the land surface or
subsurface strata, natural resources, the workplace or as otherwise defined in
any Environmental Law.

          "ENVIRONMENTAL CLAIM" shall mean any claim, notice, demand, order,
action, suit, proceeding or other communication alleging liability for
investigation, remediation, removal, cleanup, response, corrective action,
damages to natural resources, personal injury, property damage, fines, penalties
or other costs resulting from, related to or arising out of (i) the presence,
Release or threatened Release in or into the Environment of, or exposure to, any
Hazardous Material at any location or (ii) any violation of Environmental Law,
and shall include any claim seeking damages, contribution, indemnification, cost
recovery, compensation or injunctive relief resulting from, related to or
arising out of the presence, Release or threatened Release of Hazardous Material
or alleged injury or threat of injury to health, safety or the Environment.

          "ENVIRONMENTAL LAW" shall mean any and all applicable present and
future treaties, laws, statutes, ordinances, regulations, rules, decrees,
orders, judgments, consent orders, consent decrees or other binding
requirements, and the common law, relating to protection of public health or the
Environment, the Release or threatened Release of Hazardous Material, natural
resources or natural resource damages, or occupational safety or health.

          "ENVIRONMENTAL PERMIT" shall mean any permit, license, approval,
consent or other authorization required by or from a Governmental Authority
under Environmental Law.

          "EQUIPMENT" shall have the meaning assigned to such term in the
Security Agreement.

          "EQUITY FINANCING" shall mean the cash equity investment in Holdings
by the Equity Investors as the same is further invested in cash equity in
Borrower on or prior to the Closing Date, together with the Rollover Equity, in
an aggregate amount not less than $60,200,000, on terms and conditions
reasonably satisfactory to the Administrative Agent.

          "EQUITY INTEREST" shall mean, with respect to any person, any and all
shares, interests, participations or other equivalents, including membership
interests (however designated, whether voting or nonvoting), of equity of such
person, including, if such person is a partnership, partnership interests
(whether general or limited) and any other interest or participation that
confers on a person the right to receive a share of the profits and losses of,
or distributions of property of, such partnership, whether outstanding on the
date hereof or issued after the Closing Date, but excluding debt securities
convertible or exchangeable into such equity.

          "EQUITY INVESTORS" shall mean Sponsor, its Controlled Investment
Affiliates, management of Holdings and its Subsidiaries and one or more
investors reasonably satisfactory to the Administrative Agent and the Arranger.

                                      -15-
<Page>

          "EQUITY ISSUANCE" shall mean, without duplication, (i) any issuance or
sale by Holdings after the Closing Date of any Equity Interests in Holdings
(including any Equity Interests issued upon exercise of any warrant or option)
or any warrants or options to purchase Equity Interests in Holdings or (ii) any
contribution to the capital of Holdings; PROVIDED, HOWEVER, that an Equity
Issuance shall not include any such sale or issuance by Holdings of its Equity
Interests (including its Equity Interests issued upon exercise of any warrant or
option or warrants or options to purchase its Equity Interests but excluding
Disqualified Capital Stock), in each case, to directors, officers or employees
of any Company.

          "ERISA" shall mean the Employee Retirement Income Security Act of
1974, as the same may be amended from time to time.

          "ERISA AFFILIATE" shall mean, with respect to any person, any trade or
business (whether or not incorporated) that, together with such person, is
treated as a single employer under Section 414(b) or (c) of the Code, or solely
for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as
a single employer under Section 414 of the Code.

          "ERISA EVENT" shall mean (a) any "reportable event," as defined in
Section 4043 of ERISA or the regulations issued thereunder, with respect to a
Plan (other than an event for which the 30-day notice period is waived by
regulation); (b) the existence with respect to any Plan of an "accumulated
funding deficiency" (as defined in Section 412 of the Code or Section 302 of
ERISA), whether or not waived; (c) the failure to make by its due date a
required installment under Section 412(m) of the Code with respect to any Plan
or the failure to make any required contribution to a Multiemployer Plan; (d)
the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of
an application for a waiver of the minimum funding standard with respect to any
Plan; (e) the incurrence by any Company or any of its ERISA Affiliates of any
liability under Title IV of ERISA with respect to the termination of any Plan;
(f) the receipt by any Company or any of its ERISA Affiliates from the PBGC or a
plan administrator of any notice relating to the intention to terminate any Plan
or Plans or to appoint a trustee to administer any Plan, or the occurrence of
any event or condition which could reasonably be expected to constitute grounds
under ERISA for the termination of, or the appointment of a trustee to
administer, any Plan; (g) the incurrence by any Company or any of its ERISA
Affiliates of any liability with respect to the withdrawal from any Plan or
Multiemployer Plan; (h) the receipt by any Company or its ERISA Affiliates of
any notice, concerning the imposition of Withdrawal Liability or a determination
that a Multiemployer Plan is, or is expected to be, insolvent or in
reorganization, within the meaning of Title IV of ERISA; (i) the making of any
amendment to any Plan which could result in the imposition of a lien or the
posting of a bond or other security; and (j) the occurrence of a nonexempt
prohibited transaction (within the meaning of Section 4975 of the Code or
Section 406 of ERISA) with respect to any Plan which could reasonably be
expected to result in material liability to any Company.

          "EURODOLLAR BORROWING" shall mean a Borrowing comprised of Eurodollar
Loans.

          "EURODOLLAR LOAN" shall mean any Eurodollar Revolving Loan or
Eurodollar Term Loan.

          "EURODOLLAR REVOLVING BORROWING" shall mean a Borrowing comprised of
Eurodollar Revolving Loans.

          "EURODOLLAR REVOLVING LOAN" shall mean any Revolving Loan bearing
interest at a rate determined by reference to the Adjusted LIBOR Rate in
accordance with the provisions of ARTICLE II.

                                      -16-
<Page>

          "EURODOLLAR TERM BORROWING" shall mean a Borrowing comprised of
Eurodollar Term Loans.

          "EURODOLLAR TERM LOAN" shall mean any Tranche B Loan bearing interest
at a rate determined by reference to the Adjusted LIBOR Rate in accordance with
the provisions of ARTICLE II.

          "EVENT OF DEFAULT" shall have the meaning assigned to such term in
ARTICLE VIII.

          "EXCESS CASH FLOW" shall mean, for any Excess Cash Flow Period,
Consolidated EBITDA for such Excess Cash Flow Period, MINUS, without
duplication, each of the following to the extent paid in cash during such Excess
Cash Flow Period:

          (a)      Debt Service in respect of Indebtedness permitted under
     SECTION 6.01;

          (b)      fees and expenses relating to the Loans, Letters of Credit
     and the Senior Notes, in each case, not paid in connection with the
     Transactions;

          (c)      unfinanced Capital Expenditures permitted under SECTION
     6.10(d) which are (i) paid in cash or (ii) committed or authorized to be
     made by the Board of Directors of the relevant Company within six months
     after the last day of the applicable Excess Cash Flow Period; PROVIDED,
     that any Capital Expenditures committed or authorized to be made that are
     included in this clause (c) shall be deemed made during the Excess Cash
     Flow Period in which the commitment or authorization is made rather than in
     the Excess Cash Flow Period in which such Capital Expenditures are paid;

          (d)      the aggregate amount of investments pursuant to SECTIONS
     6.04(e), (i) and (t) (other than investments made with Excluded Issuances);

          (e)      taxes of Borrower and its Subsidiaries that were paid in cash
     during such Excess Cash Flow Period or will be paid within six months after
     the end of such Excess Cash Flow Period and for which reserves have been
     established;

          (f)      Permitted Tax Distributions that are paid during the
     respective Excess Cash Flow Period or will be paid within six months after
     the close of such Excess Cash Flow Period;

          (g)      the absolute value of the difference, if negative, of the
     amount of Net Working Capital at the end of the prior Excess Cash Flow
     Period over the amount of Net Working Capital at the end of such Excess
     Cash Flow Period;

          (h)      if not deducted in determining Consolidated EBITDA, the
     management fee paid in compliance with SECTION 6.09(e);

          (i)      losses excluded from the calculation of Consolidated Net
     Income by operation of clause (c) or (g) of the definition thereof;

          (j)      Dividends permitted under SECTION 6.08(a), (c), (d) and (e);

          (k)      amounts added back to Consolidated EBITDA pursuant to clauses
     (h) and (i) of the definition thereof, to the extent that the payment of
     such amounts is permitted hereunder; and

                                      -17-
<Page>

          (l)      to the extent added to determine Consolidated EBITDA, all
     items that did not result from a cash payment to Borrower or any of its
     Subsidiaries on a consolidated basis during such Excess Cash Flow Period;

PROVIDED that any amount deducted pursuant to any of the foregoing clauses that
will be paid after the close of such Excess Cash Flow Period shall not be
deducted again in a subsequent Excess Cash Flow Period; PLUS, without
duplication:

          (i)      the difference, if positive, of the amount of Net Working
     Capital at the end of the prior Excess Cash Flow Period over the amount of
     Net Working Capital at the end of such Excess Cash Flow Period;

          (ii)     income or gain excluded from the calculation of Consolidated
     Net Income by operation of clause (c) or (g) of the definition thereof that
     is realized in cash during such Excess Cash Flow Period (except to the
     extent such gain is subject to SECTION 2.10); and

          (iii)    to the extent subtracted in determining Consolidated EBITDA,
     all items that did not result from a cash payment by Borrower or any of its
     Subsidiaries on a consolidated basis during such Excess Cash Flow Period.

          "EXCESS CASH FLOW PERIOD" shall mean each fiscal year of Borrower
commencing with the fiscal year ending December 31, 2005.

          "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
amended from time to time.

          "EXCLUDED ISSUANCE" shall mean an issuance and sale of Qualified
Capital Stock of Holdings to the Equity Investors, to the extent (i) such
Qualified Capital Stock is used, or the Net Cash Proceeds thereof shall be,
within 90 days of the consummation of such issuance and sale, used, without
duplication, to finance Capital Expenditures, Investments or one or more
Permitted Acquisitions, (ii) such Qualified Capital Stock is issued and sold to
a Person who was an Equity Investor on the Closing Date or (iii) the issuance of
such Qualified Capital Stock constitutes an issuance of qualifying shares to
directors or nominees.

          "EXCLUDED TAXES" shall mean, with respect to the Administrative Agent,
any Lender, the Issuing Bank or any other recipient of any payment to be made by
or on account of any obligation of Borrower hereunder, (a) income or franchise
taxes imposed on (or measured by) its net income by any jurisdiction as a result
of a connection between such recipient and the jurisdiction of the governmental
authority imposing such tax or any political subdivision or taxing authority
thereof or therein (other than any such connection arising solely from such
recipient having executed, delivered or performed its obligations or received a
payment under, or having enforced, this Agreement), and (b) in the case of a
Foreign Lender (other than an assignee pursuant to a request by Borrower under
SECTION 2.16), any withholding tax that is imposed on amounts payable to such
Foreign Lender at the time such Foreign Lender becomes a party to this Agreement
(or designates a new lending office) or is attributable to such Foreign Lender's
failure to comply with SECTION 2.15(e) (it being understood and agreed, for the
avoidance of doubt, that any withholding tax imposed on a Foreign Lender as a
result of a Change in Law or regulation or interpretation thereof occurring
after the time such Foreign Lender became a party to this Agreement shall not be
an Excluded Tax).

                                      -18-
<Page>

          "EXECUTIVE ORDER" shall have the meaning assigned to such term in
SECTION 3.22.

          "EXECUTIVE ORDERS" shall have the meaning assigned to such term in
SECTION 6.20.

          "EXISTING LETTERS OF CREDIT" shall mean the letters of credit issued
by Bank of America, N.A. identified on SCHEDULE 1.01(c).

          "EXISTING LIEN" shall have the meaning assigned to such term in
SECTION 6.02(c).

          "FEDERAL FUNDS EFFECTIVE RATE" shall mean, for any day, the weighted
average of the rates on overnight federal funds transactions with members of the
Federal Reserve System of the United States arranged by federal funds brokers,
as published on the next succeeding Business Day by the Federal Reserve Bank of
New York, or, if such rate is not so published for any day that is a Business
Day, the average of the quotations for the day for such transactions received by
the Administrative Agent from three federal funds brokers of recognized standing
selected by it.

          "FEE LETTER" shall mean the confidential Fee Letter, dated December
31, 2003, among GEO Holdings Corp., UBS Loan Finance LLC and UBS Securities LLC.

          "FEES" shall mean the Commitment Fees, the Administrative Agent Fees,
the LC Participation Fees and the Fronting Fees.

          "FINAL MATURITY DATE" shall mean the later of the Revolving Maturity
Date and the Tranche B Maturity Date.

          "FINANCIAL OFFICER" of any person shall mean the chief financial
officer, principal accounting officer, treasurer or controller of such person.

          "FIRREA" shall mean the Federal Institutions Reform, Recovery and
Enforcement Act of 1989, as amended from time to time.

          "FOREIGN LENDER" shall mean any Lender that is not, for United States
federal income tax purposes, (i) a citizen or resident of the United States,
(ii) a corporation or entity treated as a corporation created or organized in or
under the laws of the United States, or any political subdivision thereof, (iii)
an estate whose income is subject to U.S. federal income taxation regardless of
its source or (iv) a trust if a court within the United States is able to
exercise primary supervision over the administration of such trust and one or
more United States persons have the authority to control all substantial
decisions of such trust.

          "FOREIGN PLAN" shall mean any employee pension benefit plan, program,
policy, arrangement or agreement maintained or contributed to by any Company
with respect to employees employed outside the United States.

          "FOREIGN SUBSIDIARY" shall mean a Subsidiary that is organized under
the laws of a jurisdiction other than the United States or any state thereof or
the District of Columbia.

          "FRONTING FEE" shall have the meaning assigned to such term in SECTION
2.05(c).

          "FUNDING DEFAULT" shall have the meaning assigned to such term in
SECTION 2.16(b).

                                      -19-
<Page>

          "GAAP" shall mean generally accepted accounting principles in the
United States applied on a consistent basis.

          "GOVERNMENTAL AUTHORITY" shall mean any federal, state, local or
foreign court, central bank or governmental agency, authority, instrumentality
or regulatory body or any subdivision thereof.

          "GOVERNMENTAL REAL PROPERTY DISCLOSURE REQUIREMENTS" shall mean any
Requirement of Law of any Governmental Authority requiring notification of the
buyer, lessee, mortgagee, assignee or other transferee of any Real Property,
facility, establishment or business, or notification, registration or filing to
or with any Governmental Authority, in connection with the sale, lease,
mortgage, assignment or other transfer (including any transfer of control) of
any Real Property, facility, establishment or business, of the actual or
threatened presence or Release in or into the Environment, or the use, disposal
or handling of Hazardous Material on, at, under or near the Real Property,
facility, establishment or business to be sold, leased, mortgaged, assigned or
transferred.

          "GUARANTEED OBLIGATIONS" shall have the meaning assigned to such term
in SECTION 7.01.

          "GUARANTEES" shall mean the guarantees issued pursuant to ARTICLE VII
by Holdings and the Subsidiary Guarantors.

          "GUARANTORS" shall mean Holdings and the Subsidiary Guarantors.

          "HAZARDOUS MATERIALS" shall mean the following: hazardous substances;
hazardous wastes; polychlorinated biphenyls ("PCBS") or any substance or
compound containing PCBs; asbestos or any asbestos-containing materials in any
form or condition; radon or any other radioactive materials including any
source, special nuclear or by-product material; petroleum, crude oil or any
fraction thereof; mold, fungi, and any other pollutant or contaminant or
chemicals, wastes, materials, compounds, constituents or substances, subject to
regulation or which can give rise to liability under any Environmental Laws.

          "HEDGING AGREEMENT" shall mean any swap, cap, collar, forward purchase
or similar agreements or arrangements dealing with interest rates, currency
exchange rates or commodity prices, either generally or under specific
contingencies.

          "HEDGING OBLIGATIONS" shall mean obligations under or with respect to
Hedging Agreements.

          "HOLDINGS" shall have the meaning assigned to such term in the
preamble hereto.

          "INDEBTEDNESS" of any person shall mean, without duplication, (a) all
obligations of such person for borrowed money or advances; (b) all obligations
of such person evidenced by bonds, debentures, notes or similar instruments; (c)
all obligations of such person under conditional sale or other title retention
agreements relating to property purchased by such person upon which interest
charges are customarily paid or accrued; (d) all obligations of such person
issued or assumed as the deferred purchase price of property or services
(excluding trade accounts payable and accrued obligations incurred in the
ordinary course of business on normal trade terms and not overdue by more than
90 days, unless such trade accounts payable are being contested in good faith);
(e) all Indebtedness of others secured by any Lien on property owned or acquired
by such person, whether or not the obligations secured thereby have been
assumed, but limited to the fair market value of such property; (f) all Capital
Lease Obligations,

                                      -20-
<Page>

Purchase Money Obligations and synthetic lease obligations of such person; (g)
all Hedging Obligations to the extent required to be reflected on a balance
sheet of such person; (h) all Attributable Indebtedness of such person; (i) all
obligations of such person for the reimbursement of any obligor in respect of
letters of credit, letters of guaranty, bankers' acceptances and similar credit
transactions; and (j) all Contingent Obligations of such person in respect of
Indebtedness or obligations of others of the kinds referred to in clauses (a)
through (i) above. The Indebtedness of any person shall include the Indebtedness
of any other entity (including any partnership in which such person is a general
partner) to the extent such person is liable therefor as a result of such
person's ownership interest in or other relationship with such entity, except
(other than in the case of general partner liability) to the extent that terms
of such Indebtedness expressly provide that such person is not liable therefor;
PROVIDED that Indebtedness shall not include any amounts relating to accrued
expenses, deferred rent, deferred taxes, obligations under employment agreements
and deferred compensation, and the amount of Indebtedness which is non-recourse
to the obligor thereunder or to such Person or for which recourse is limited to
an identified asset shall be equal to the lesser of (A) the limited amount of
such obligation and (B) the fair market value of such asset.

          "INDEMNIFICATION AGREEMENTS" shall mean those Indemnification
Agreements, each dated as of May 18, 2004, by and between Holdings and each of
Samir T. Badawi, Ernest C. English, James T. Steinke, Gerald Hersh, Paul A.
Firrell and Mohamed Ayoub, as such may be amended, modified or revised.

          "INDEMNIFIED TAXES" shall mean Taxes other than Excluded Taxes.

          "INDEMNITEE" shall have the meaning assigned to such term in SECTION
11.03(b).

          "INFORMATION" shall have the meaning assigned to such term in SECTION
11.12.

          "INSURANCE POLICIES" shall mean the insurance policies and coverages
required to be maintained by each Loan Party which is an owner of Mortgaged
Property with respect to the applicable Mortgaged Property pursuant to SECTION
5.04 and all renewals and extensions thereof.

          "INSURANCE REQUIREMENTS" shall mean, collectively, all provisions of
the Insurance Policies, all requirements of the issuer of any of the Insurance
Policies and all orders, rules, regulations and any other requirements of the
National Board of Fire Underwriters (or any other body exercising similar
functions) binding upon each Loan Party which is an owner of Mortgaged Property
and applicable to the Mortgaged Property or any use or condition thereof.

          "INTELLECTUAL PROPERTY" shall have the meaning assigned to such term
in SECTION 3.06(a).

          "INTERCOMPANY NOTE" shall mean a subordinated promissory note
substantially in the form of EXHIBIT P.

          "INTEREST ELECTION REQUEST" shall mean a request by Borrower to
convert or continue a Revolving Borrowing or Term Borrowing in accordance with
SECTION 2.08(b), substantially in the form of EXHIBIT E.

          "INTEREST PAYMENT DATE" shall mean (a) with respect to any ABR Loan
(including Swingline Loans), the last Business Day of each March, June,
September and December to occur during any period in which such Loan is
outstanding, (b) with respect to any Eurodollar Loan, the last day of the
Interest Period applicable to the Borrowing of which such Loan is a part and, in
the case of a Eurodollar Loan with an Interest Period of more than three months'
duration, each day prior to the last day of such

                                      -21-
<Page>

Interest Period that occurs at intervals of three months' duration after the
first day of such Interest Period, (c) with respect to any Revolving Loan or
Swingline Loan, the Revolving Maturity Date or such earlier date on which the
Revolving Commitments are terminated and (d) with respect to any Tranche B Loan,
the Tranche B Maturity Date.

          "INTEREST PERIOD" shall mean, with respect to any Eurodollar
Borrowing, the period commencing on the date of such Borrowing and ending on the
numerically corresponding day in the calendar month that is one, two, three or
six months (or, if each affected Lender so agrees, nine or twelve months)
thereafter, as Borrower may elect; PROVIDED that (a) if any Interest Period
would end on a day other than a Business Day, such Interest Period shall be
extended to the next succeeding Business Day unless such next succeeding
Business Day would fall in the next calendar month, in which case such Interest
Period shall end on the next preceding Business Day, and (b) any Interest Period
that commences on the last Business Day of a calendar month (or on a day for
which there is no numerically corresponding day in the last calendar month of
such Interest Period) shall end on the last Business Day of the last calendar
month of such Interest Period. For purposes hereof, the date of a Borrowing
initially shall be the date on which such Borrowing is made and thereafter shall
be the effective date of the most recent conversion or continuation of such
Borrowing; PROVIDED, HOWEVER, that an Interest Period shall be limited to the
extent required under SECTION 2.03(e).

          "INVESTMENTS" shall have the meaning assigned to such term in SECTION
6.04.

          "IPO" shall mean the first underwritten public offering by Holdings of
its Equity Interests after the Closing Date pursuant to a registration statement
filed with the Securities and Exchange Commission in accordance with the
Securities Act.

          "ISSUING BANK" shall mean, as the context may require, (a) UBS AG,
Stamford Branch, with respect to Letters of Credit issued by it; (b) Bank of
America, N.A., with respect to Letters of Credit (including Existing Letters of
Credit) issued by it; (c) any other Lender that may become an Issuing Bank
pursuant to SECTIONS 2.18(j) and (k) with respect to Letters of Credit issued by
such Lender; or (d) collectively, all of the foregoing.

          "JOINDER AGREEMENT" shall mean a joinder agreement substantially in
the form of EXHIBIT F.

          "LANDLORD ACCESS AGREEMENT" shall mean a Landlord Access Agreement,
substantially in the form of EXHIBIT G, or such other form as may reasonably be
acceptable to the Administrative Agent.

          "LC ACCOUNT" shall mean a collateral account established and
maintained by the Collateral Agent for the benefit of the Secured Parties.

          "LC COMMITMENT" shall mean the commitment of the Issuing Bank to issue
Letters of Credit pursuant to SECTION 2.18. The amount of the LC Commitment
shall initially be $10,000,000, but shall in no event exceed the Revolving
Commitment.

          "LC DISBURSEMENT" shall mean a payment or disbursement made by the
Issuing Bank pursuant to a Letter of Credit.

          "LC EXPOSURE" shall mean at any time the sum of (a) the aggregate
undrawn amount of all outstanding Letters of Credit at such time PLUS (b) the
aggregate principal amount of all Reimburse-

                                      -22-
<Page>

ment Obligations outstanding at such time. The LC Exposure of any Revolving
Lender at any time shall mean its Pro Rata Percentage of the aggregate LC
Exposure at such time.

          "LC PARTICIPATION FEE" shall have the meaning assigned to such term in
SECTION 2.05(c).

          "LC REQUEST" shall mean a request by Borrower in accordance with the
terms of SECTION 2.18(b) and substantially in the form of EXHIBIT H, or such
other form as shall be approved by the Administrative Agent.

          "LEASES" shall mean any and all leases, subleases, tenancies, options,
concession agreements, rental agreements, occupancy agreements, franchise
agreements, access agreements and any other agreements (including all
amendments, extensions, replacements, renewals, modifications and/or guarantees
thereof), whether or not of record and whether now in existence or hereafter
entered into, affecting the use or occupancy of all or any portion of any Real
Property.

          "LENDER ADDENDUM" shall mean with respect to any Lender on the Closing
Date, a lender addendum in the form of EXHIBIT I, to be executed and delivered
by such Lender on the Closing Date as provided in SECTION 11.14.

          "LENDER AFFILIATE" shall mean with respect to any Lender that is a
fund that invests in bank loans, any other fund that invests in commercial loans
and is managed or advised by the same investment advisor as such Lender or by an
Affiliate of such advisor.

          "LENDERS" shall mean (a) the financial institutions that have become a
party hereto pursuant to a Lender Addendum and (b) any financial institution
that has become a party hereto pursuant to an Assignment and Acceptance, other
than, in each case, any such financial institution that has ceased to be a party
hereto pursuant to an Assignment and Acceptance. Unless the context clearly
indicates otherwise, the term "Lenders" shall include the Swingline Lender.

          "LETTER OF CREDIT" shall mean any (i) Existing Letter of Credit, (ii)
Standby Letter of Credit and (iii) Commercial Letter of Credit, in each case,
issued or to be issued by an Issuing Bank for the account of Borrower pursuant
to SECTION 2.18.

          "LETTER OF CREDIT EXPIRATION DATE" shall mean the date which is
fifteen days prior to the Revolving Maturity Date.

          "LIBOR RATE" shall mean, with respect to any Eurodollar Borrowing for
any Interest Period therefor, the rate per annum determined by the
Administrative Agent to be the arithmetic mean (rounded to the nearest 1/100th
of 1%) of the offered rates for deposits in dollars with a term comparable to
such Interest Period that appears on the Telerate British Bankers Assoc.
Interest Settlement Rates Page (as defined below) at approximately 11:00 a.m.,
London, England time, on the second full Business Day preceding the first day of
such Interest Period; PROVIDED, HOWEVER, that (i) if no comparable term for an
Interest Period is available, the LIBOR Rate shall be determined using the
weighted average of the offered rates for the two terms most nearly
corresponding to such Interest Period and (ii) if there shall at any time no
longer exist a Telerate British Bankers Assoc. Interest Settlement Rates Page,
"LIBOR Rate" shall mean, with respect to each day during each Interest Period
pertaining to Eurodollar Borrowings comprising part of the same Borrowing, the
rate per annum equal to the rate at which the Administrative Agent is offered
deposits in dollars at approximately 11:00 a.m., London, England time, two
Business Days prior to the first day of such Interest Period in the London
interbank market for delivery on the first

                                      -23-
<Page>

day of such Interest Period for the number of days comprised therein and in an
amount comparable to its portion of the amount of such Eurodollar Borrowing to
be outstanding during such Interest Period. "TELERATE BRITISH BANKERS ASSOC.
INTEREST SETTLEMENT RATES PAGE" shall mean the display designated as Page 3750
on the Telerate System Incorporated Service (or such other page as may replace
such page on such service for the purpose of displaying the rates at which
dollar deposits are offered by leading banks in the London interbank deposit
market).

          "LIEN" shall mean, with respect to any property, (a) any mortgage,
deed of trust, lien, pledge, encumbrance, claim, charge, assignment,
hypothecation, security interest or encumbrance of any kind or any filing of any
financing statement under the UCC or any other similar notice of Lien under any
similar notice or recording statute of any Governmental Authority (other than
UCC financing statements which were not authorized by a Loan Party or are in
connection with a refinancing of the Loans to the extent that no security
interest has attached with respect thereto), including any easement,
right-of-way or other encumbrance on title to Real Property, in each of the
foregoing cases whether voluntary or imposed by law, and any agreement to give
any of the foregoing (other than in connection with a refinancing of the Loans
to the extent that no security interest has attached with respect thereto); (b)
the interest of a vendor or a lessor under any conditional sale agreement,
capital lease or title retention agreement (or any financing lease having
substantially the same economic effect as any of the foregoing) relating to such
property; and (c) in the case of securities, any purchase option, call or
similar right of a third party with respect to such securities.

          "LOAN DOCUMENTS" shall mean this Agreement, the Letters of Credit, the
Notes (if any), the Security Documents, each Hedging Obligation relating to the
Loans entered into with any counterparty that was a Lender or an Affiliate of a
Lender at the time such Hedging Obligation was entered into and, solely for
purposes of paragraph (e) of ARTICLE VIII hereof, the Fee Letter and the
Management Fee Subordination Agreement.

          "LOAN PARTIES" shall mean Holdings, Borrower and the Subsidiary
Guarantors.

          "LOANS" shall mean, as the context may require, a Revolving Loan, a
Tranche B Loan or a Swingline Loan.

          "MANAGEMENT AGREEMENT" shall mean that certain Management Agreement,
dated as of May 18, 2004, among CHS Management, Holdings and Borrower.

          "MARGIN STOCK" shall have the meaning assigned to such term in
Regulation U.

          "MATERIAL ADVERSE EFFECT" shall mean (a) a material adverse effect on
the business, property, results of operations, prospects or condition, financial
or otherwise, or material agreements of Borrower and its Subsidiaries, taken as
a whole; (b) material impairment of the ability of the Loan Parties to fully and
timely perform any of their obligations under any Loan Document; (c) material
impairment of the rights of or benefits or remedies available to the Lenders or
the Collateral Agent under any Loan Document; or (d) a material adverse effect
on the Collateral or the Liens in favor of the Collateral Agent (for its benefit
and for the benefit of the other Secured Parties) on the Collateral or the
priority of such Liens.

          "MATERIAL INDEBTEDNESS" shall mean (a) the Senior Notes and (b) any
other Indebtedness (other than the Loans and Letters of Credit) or Hedging
Obligations of Holdings or any of its Subsidiaries in an aggregate outstanding
principal amount exceeding $2,000,000. For purposes of determining Mate-

                                      -24-
<Page>

rial Indebtedness, the "principal amount" in respect of any Hedging Obligations
of any Loan Party at any time shall be the maximum aggregate amount (giving
effect to any netting agreements) that such Loan Party would be required to pay
if the related Hedging Agreement were terminated at such time.

          "MAXIMUM RATE" shall have the meaning assigned to such term in SECTION
11.13.

          "MERGER" shall have the meaning assigned to such term in the second
recital hereto.

          "MORTGAGE" shall mean an agreement, including, but not limited to, a
mortgage, deed of trust or any other document, creating and evidencing a Lien on
a Mortgaged Property, which, in the case of Real Property owned in fee, shall be
substantially in the form of EXHIBIT J or such other form reasonably
satisfactory to the Collateral Agent, with such schedules and including such
provisions as shall be necessary to conform such document to applicable local or
foreign law or as shall be customary under applicable local or foreign law.

          "MORTGAGED PROPERTY" shall mean (a) each Real Property identified on
SCHEDULE 1.01(b) hereto and (b) each Real Property, if any, which shall be
subject to a Mortgage delivered after the Closing Date pursuant to SECTION
5.10(c).

          "MULTIEMPLOYER PLAN" shall mean a multiemployer plan within the
meaning of Section 4001(a)(3) or Section 3(37) of ERISA as to which any Company
or any ERISA Affiliate could incur any liability.

          "NET CASH PROCEEDS" shall mean:

with respect to any Asset Sale (other than any issuance or sale of Equity
Interests), the cash proceeds received by Holdings or any of its Subsidiaries
(including cash proceeds subsequently received (as and when received by Holdings
or any of its Subsidiaries) in respect of non-cash consideration initially
received) net of (i) selling expenses (including reasonable brokers' fees or
commissions, legal, accounting and other professional and transactional fees of
any person other than an Affiliate of any Company, except for an Affiliate of
the Company to the extent such fees are reasonable and permitted to be paid
under SECTION 6.09(e)), transfer and similar taxes and Borrower's good faith
estimate of income taxes paid or payable in connection with such sale); (ii)
amounts provided as a reserve, in accordance with GAAP, against (x) any
liabilities under any indemnification obligations associated with such Asset
Sale or (y) any other liabilities retained by Holdings or any of its
Subsidiaries associated with the properties sold in such Asset Sale (PROVIDED
that, to the extent and at the time any such amounts are released from such
reserve, such amounts shall constitute Net Cash Proceeds); (iii) Borrower's good
faith estimate of payments required to be made with respect to unassumed
liabilities relating to the properties sold within 360 days of such Asset Sale
(PROVIDED that, to the extent such cash proceeds are not used to make payments
in respect of such unassumed liabilities within 360 days of such Asset Sale,
such cash proceeds shall constitute Net Cash Proceeds); and (iv) the principal
amount, premium or penalty, if any, interest and other amounts on any
Indebtedness for borrowed money which is payable to any person other than an
Affiliate of any Company and which is secured by a Lien on the properties sold
in such Asset Sale (so long as such Lien was permitted to encumber such
properties under the Loan Documents at the time of such sale) and which is
repaid with such proceeds (other than any such Indebtedness assumed by the
purchaser of such properties);

          (m)      with respect to any Debt Issuance, any Equity Issuance or any
     other issuance or sale of Equity Interests by Holdings or any of its
     Subsidiaries, the cash proceeds thereof, net of

                                      -25-
<Page>

     customary fees, commissions, costs and other expenses incurred in
     connection therewith and payable to any person other than an Affiliate of
     any Company, except an Affiliate of the Company to the extent such expenses
     are reasonable and permitted to be paid under SECTION 6.09(e),; and

          (n)      with respect to any Casualty Event, the cash insurance
     proceeds, condemnation awards and other compensation received in respect
     thereof, net of all reasonable costs and expenses incurred in connection
     with the collection of such proceeds, awards or other compensation and
     repayments of Indebtedness in respect of such Casualty Event and payable to
     any person other than an Affiliate of any Company.

          "NET WORKING CAPITAL" shall mean, at any time, Consolidated Current
Assets at such time minus Consolidated Current Liabilities at such time.

          "NOTES" shall mean any notes evidencing the Tranche B Loans, Revolving
Loans or Swingline Loans issued pursuant to this Agreement, if any,
substantially in the form of EXHIBIT K-1, K-2 or K-3.

          "OBLIGATIONS" shall mean (a) obligations of Borrower and the other
Loan Parties from time to time arising under or in respect of the due and
punctual payment of (i) the principal of and premium, if any, and interest
(including interest accruing during the pendency of any bankruptcy, insolvency,
receivership or other similar proceeding, regardless of whether allowed or
allowable in such proceeding) on the Loans, when and as due, whether at
maturity, by acceleration, upon one or more dates set for prepayment or
otherwise, (ii) each payment required to be made by Borrower and the other Loan
Parties under this Agreement in respect of any Letter of Credit, when and as
due, including payments in respect of Reimbursement Obligations, interest
thereon and obligations to provide cash collateral and (iii) all other monetary
obligations, including fees, costs, expenses and indemnities, whether primary,
secondary, direct, contingent, fixed or otherwise (including monetary
obligations incurred during the pendency of any bankruptcy, insolvency,
receivership or other similar proceeding, regardless of whether allowed or
allowable in such proceeding), of Borrower and the other Loan Parties under this
Agreement and the other Loan Documents, (b) the due and punctual performance of
all covenants, agreements, obligations and liabilities of Borrower and the other
Loan Parties under or pursuant to this Agreement and the other Loan Documents
and (c) the due and punctual payment and performance of all obligations of
Borrower and the other Loan Parties under each Hedging Agreement relating to the
Loans entered into with any counterparty that was a Lender or an Affiliate of a
Lender at the time such Hedging Agreement was entered into.

          "OFAC" shall have the meaning assigned to such term in SECTION 3.22.

          "OFFICERS' CERTIFICATE" shall mean a certificate executed by the
chairman of the Board of Directors (if an officer), the chief executive officer
or the president and one of the Financial Officers, each in his or her official
(and not individual) capacity.

          "ORGANIZATIONAL DOCUMENTS" shall mean, with respect to any person, (i)
in the case of any corporation, the certificate of incorporation and by-laws (or
similar documents) of such person, (ii) in the case of any limited liability
company, the certificate of formation and operating agreement (or similar
documents) of such person, (iii) in the case of any limited partnership, the
certificate of formation and limited partnership agreement (or similar
documents) of such person, (iv) in the case of any general partnership, the
partnership agreement (or similar document) of such person and (v) in any other
case, the functional equivalent of the foregoing.

                                      -26-
<Page>

          "OTHER LIST" shall have the meaning assigned to such term in SECTION
6.20.

          "OTHER TAXES" shall mean any and all present or future stamp or
documentary taxes or any other excise or property taxes, charges or similar
levies (including interest, fines, penalties and additions to tax) arising from
any payment made or required to be made under any Loan Document or from the
execution, delivery or enforcement of, or otherwise with respect to, any Loan
Document.

          "PARTICIPANT" shall have the meaning assigned to such term in SECTION
11.04(e).

          "PBGC" shall mean the Pension Benefit Guaranty Corporation referred to
and defined in ERISA.

          "PERFECTION CERTIFICATE" shall mean a certificate in the form of
EXHIBIT L-1 or any other form approved by the Collateral Agent, as the same
shall be supplemented from time to time by a Perfection Certificate Supplement
or otherwise.

          "PERFECTION CERTIFICATE SUPPLEMENT" shall mean a certificate
supplement in the form of EXHIBIT L-2 or any other form approved by the
Collateral Agent.

          "PERMITTED ACQUISITION" shall mean any transaction or series of
related transactions for the direct or indirect (a) acquisition of all or
substantially all of the property of any person, or of any business or division
of any person; (b) acquisition of in excess of 50% of the Equity Interests of
any person, and otherwise causing such person to become a Subsidiary of such
person; or (c) merger or consolidation or any other combination with any person,
if each of the following conditions is met:

          (i)      no Default then exists or would result therefrom;

          (ii)     after giving effect to such transaction on a Pro Forma Basis,
     Borrower shall be in compliance with all covenants set forth in SECTION
     6.10(a) and (b) as of the most recent Test Period (assuming, for purposes
     of SECTION 6.10(a) and (b), that such transaction, and all other Permitted
     Acquisitions consummated since the first day of the relevant Test Period
     for each of the financial covenants set forth in SECTION 6.10(a) and (b)
     ending on or prior to the date of such transaction, had occurred on the
     first day of such relevant Test Period) and assuming for this purpose that
     the applicable ratio in SECTION 6.10(a) was reduced by 0.25x;

          (iii)    no Company shall, in connection with any such transaction,
     assume or remain liable with respect to any Indebtedness or other liability
     (including any material tax or ERISA liability) of the related seller or
     the business, person or properties acquired, except (A) to the extent
     permitted under SECTION 6.01 and (B) obligations not constituting
     Indebtedness incurred in the ordinary course of business and necessary or
     desirable to the continued operation of the underlying properties, and any
     other such liabilities or obligations not permitted to be assumed or
     otherwise supported by any Company hereunder shall be paid in full or
     released as to the business, persons or properties being so acquired on or
     before the consummation of such acquisition;

          (iv)     the person or business to be acquired shall be, or shall be
     engaged in, a business of the type that Borrower and the Subsidiaries are
     permitted to be engaged in under SECTION 6.15 and the property acquired in
     connection with any such transaction shall be made subject to the Lien of
     the Security Documents to the extent required hereunder and thereunder and
     shall be free and clear of any Liens, other than Permitted Liens;

                                      -27-
<Page>

          (v)      the Board of Directors of the person to be acquired shall not
     have indicated publicly its opposition to the consummation of such
     acquisition (which opposition has not been publicly withdrawn);

          (vi)     all transactions in connection therewith shall be consummated
     in accordance with all applicable laws of all applicable Governmental
     Authorities in all material respects;

          (vii)    with respect to any transaction involving Acquisition
     Consideration of more than $10,000,000, unless the Administrative Agent
     shall otherwise agree, Borrower shall have provided the Administrative
     Agent and the Lenders with (A) historical financial statements for the last
     three fiscal years of the person or business to be acquired (audited if
     available without undue cost or delay) and unaudited financial statements
     thereof for the most recent interim period which are available, (B)
     reasonably detailed projections for the succeeding five years pertaining to
     the person or business to be acquired and updated projections for Borrower
     after giving effect to such transaction, (C) a reasonably detailed
     description of all material information relating thereto and copies of all
     material documentation pertaining to such transaction, and (D) all such
     other information and data relating to such transaction or the person or
     business to be acquired as may be reasonably requested by the
     Administrative Agent or the Required Lenders;

          (viii)   at least 5 Business Days prior to the proposed date of
     consummation of the transaction, Borrower shall have delivered to the
     Agents and the Lenders an Officers' Certificate certifying that (A) such
     transaction complies with this definition (which shall have attached
     thereto reasonably detailed backup data and calculations showing such
     compliance), and (B) such transaction could not reasonably be expected to
     result in a Material Adverse Effect;

          (ix)     as such relates to Acquisition Consideration, (A) Borrower
     may apply Available Excess Cash Flow and (B) over the term of the
     Agreement, Borrower may not incur more than (I) an aggregate of $30,000,000
     in Revolving Loans and Indebtedness permitted under SECTION 6.01(l) PLUS
     (II) an aggregate of $10,000,000 in Permitted Subordinated Debt and/or
     Senior Notes permitted under the proviso to Section 6.01(b)(iii) PLUS (III)
     Indebtedness permitted under SECTION 6.01(q) PLUS (IV) Earnout Obligations
     permitted under SECTION 6.01(r);

          (x)      any Equity Interests constituting all or a portion of such
     Acquisition Consideration shall not have a cash dividend requirement on or
     prior to the Final Maturity Date; and

          (xi)     after giving effect to such acquisition, Borrower shall have
     an aggregate of at least $25,000,000 in cash and Cash Equivalents (which
     has not been pledged to any person other than a Lender) and/or availability
     under the Revolving Commitments.

          "PERMITTED HOLDERS" shall mean (a) Sponsor and (b) its Controlled
Investment Affiliates.

          "PERMITTED LIENS" shall have the meaning assigned to such term in
SECTION 6.02.

          "PERMITTED SUBORDINATED DEBT" shall mean unsecured Indebtedness
subordinated to the Obligations of Borrower and the other Guarantors so long as
the terms and conditions thereof and the documentation therefor (including
subordination terms, interest rate and yield, maturity, amortization, covenants,
prepayments and events of default) are reasonably satisfactory to the
Administrative Agent.

                                      -28-
<Page>

          "PERMITTED TAX DISTRIBUTIONS" means payments, dividends or
distributions by Borrower to Holdings in order to pay consolidated or combined
federal, state or local taxes which payments by Borrower are not in excess of
the tax liabilities that would have been payable by Borrower and its
Subsidiaries on a stand-alone basis.

          "PERSON" shall mean any natural person, corporation, business trust,
joint venture, association, company, limited liability company, partnership or
government, or any agency or political subdivision thereof, in any case, whether
acting in a personal, fiduciary or other capacity.

          "PLAN" shall mean any employee pension benefit plan (other than a
Multiemployer Plan) that is subject to the provisions of Title IV of ERISA or
Section 412 of the Code or Section 302 of ERISA and is maintained or contributed
to by any Company or its ERISA Affiliate or with respect to which any Company
could incur liability (including under Section 4069 of ERISA).

          "POST-CLOSING DELIVERIES LETTER" shall mean a letter agreement entered
into among the Loan Parties and the Administrative Agent, substantially in the
form of EXHIBIT R, or such other form as shall be approved by the Administrative
Agent.

          "PREFERRED STOCK" shall mean, with respect to any person, any and all
preferred or preference Equity Interests (however designated) of such person
whether now outstanding or issued after the Closing Date.

          "PREFERRED STOCK ISSUANCE" shall mean the issuance or sale by Holdings
or any of its Subsidiaries of any Preferred Stock after the Closing Date (other
than (x) as permitted by SECTION 6.01 or (y) any Excluded Issuance).

          "PREMISES" shall have the meaning assigned thereto in the applicable
Mortgage.

          "PRO FORMA BASIS" shall mean (i) on a basis in accordance with GAAP
and/or Article 11 of Regulation S-X or Regulation S-K, as applicable, or (ii)
reflecting cost savings directly attributable to the Acquisition or Permitted
Acquisition or Asset Sale related to actions implemented or to be implemented
within one year of the date of the Acquisition, Permitted Acquisition or Asset
Sale that are supportable and quantifiable by the underlying accounting records
of such business, as certified by the Financial Officer of Borrower, or
otherwise reasonably satisfactory to the Administrative Agent.

          "PRO RATA PERCENTAGE" of any Revolving Lender at any time shall mean
the percentage of the total Revolving Commitments of all Revolving Lenders
represented by such Lender's Revolving Commitment.

          "PROPERTY" shall mean any right, title or interest in or to property
or assets of any kind whatsoever, whether real, personal or mixed and whether
tangible or intangible and including Equity Interests or other ownership
interests of any person and whether now in existence or owned or hereafter
entered into or acquired, including all Real Property.

          "PURCHASE MONEY OBLIGATION" shall mean, for any person, the
obligations of such person in respect of Indebtedness incurred for the purpose
of financing all or any part of the purchase price of any property (including
Equity Interests of any person) or the cost of installation, construction or
improvement of any property and any refinancing thereof; PROVIDED, HOWEVER, that
(i) such Indebtedness is incurred within 90 days after such acquisition of such
property by such person and (ii) the amount of such

                                      -29-
<Page>

Indebtedness does not exceed 100% of the cost of such acquisition, installation,
construction or improvement, as the case may be.

          "QUALIFIED CAPITAL STOCK" of any person shall mean any Equity
Interests of such person that are not Disqualified Capital Stock.

          "REAL PROPERTY" shall mean, collectively, all right, title and
interest (including any leasehold estate) in and to any and all parcels of or
interests in real property owned, leased or operated by any person, whether by
lease, license or other means, together with, in each case, all easements,
hereditaments and appurtenances relating thereto, all improvements and
appurtenant fixtures and equipment, all general intangibles and contract rights
and other property and rights incidental to the ownership, lease or operation
thereof.

          "REFINANCING" shall mean the repayment in full and the termination of
any commitment to make extensions of credit under all of the outstanding
indebtedness of Holdings or any of its Subsidiaries listed on SCHEDULE 1.01(d).

          "REGISTER" shall have the meaning assigned to such term in SECTION
11.04(c).

          "REGULATION D" shall mean Regulation D of the Board as from time to
time in effect and all official rulings and interpretations thereunder or
thereof.

          "REGULATION S-K" shall mean Regulation S-K promulgated under the
Securities Act.

          "REGULATION S-X" shall mean Regulation S-X promulgated under the
Securities Act.

          "REGULATION T" shall mean Regulation T of the Board as from time to
time in effect and all official rulings and interpretations thereunder or
thereof.

          "REGULATION U" shall mean Regulation U of the Board as from time to
time in effect and all official rulings and interpretations thereunder or
thereof.

          "REGULATION X" shall mean Regulation X of the Board as from time to
time in effect and all official rulings and interpretations thereunder or
thereof.

          "REIMBURSEMENT OBLIGATIONS" shall mean Borrower's obligations under
SECTION 2.18(e) to reimburse LC Disbursements.

          "RELEASE" shall mean any spilling, leaking, seepage, pumping, pouring,
emitting, emptying, discharging, injecting, escaping, leaching, dumping,
disposing, depositing, dispersing, emanating or migrating of any Hazardous
Material in, into, onto or through the Environment.

          "REQUIRED LENDERS" shall mean, at any time, Lenders having Loans, LC
Exposure and unused Revolving and Tranche B Commitments representing more than
50% of the sum of all Loans outstanding, LC Exposure and unused Revolving and
Tranche B Commitments at such time.

          "REQUIREMENTS OF LAW" shall mean, collectively, any and all
requirements of any Governmental Authority including any and all laws,
ordinances, rules, regulations or similar statutes or case law.

                                      -30-
<Page>

          "RESPONSE" shall mean (a) "response" as such term is defined in
CERCLA, 42 U.S.C. Section 9601(24), and (b) all other actions required by any
Governmental Authority or voluntarily undertaken to (i) clean up, remove, treat,
abate or in any other way address any Hazardous Material in the environment;
(ii) prevent the Release or threat of Release, or minimize the further Release,
of any Hazardous Material; or (iii) perform studies and investigations in
connection with, or as a precondition to, clause (i) or (ii) above.

          "RESPONSIBLE OFFICER" of any person shall mean any executive officer
or Financial Officer of such person and any other officer or similar official
thereof with responsibility for the administration of the obligations of such
person in respect of this Agreement.

          "REVOLVING AVAILABILITY PERIOD" shall mean the period from and
including the Closing Date to but excluding the earlier of (i) the Revolving
Maturity Date and (ii) the date of termination of the Revolving Commitments.

          "REVOLVING BORROWING" shall mean a Borrowing comprised of Revolving
Loans.

          "REVOLVING COMMITMENT" shall mean, with respect to each Lender, the
commitment, if any, of such Lender to make Revolving Loans hereunder up to the
amount set forth on Schedule I to the Lender Addendum executed and delivered by
such Lender, or in the Assignment and Acceptance pursuant to which such Lender
assumed its Revolving Commitment, as applicable, as the same may be (a) reduced
from time to time pursuant to SECTION 2.07 and (b) reduced or increased from
time to time pursuant to assignments by or to such Lender pursuant to SECTION
11.04. The aggregate amount of the Lenders' Revolving Commitments on the Closing
Date is $40,000,000.

          "REVOLVING EXPOSURE" shall mean, with respect to any Lender at any
time, the aggregate principal amount at such time of all outstanding Revolving
Loans of such Lender, PLUS the aggregate amount at such time of such Lender's LC
Exposure, PLUS the aggregate amount at such time of such Lender's Swingline
Exposure.

          "REVOLVING LENDER" shall mean a Lender with a Revolving Commitment.

          "REVOLVING LOAN" shall mean a Loan made by the Lenders to Borrower
pursuant to SECTION 2.01(b). Each Revolving Loan shall either be an ABR
Revolving Loan or a Eurodollar Revolving Loan.

          "REVOLVING MATURITY DATE" shall mean May 18, 2009.

          "ROLLOVER EQUITY" shall mean the common equity interest of certain
existing stockholders of Borrower in Holdings in an amount up to $4,900,000 on
terms and conditions satisfactory to the Administrative Agent in its reasonable
judgment.

          "SALE AND LEASEBACK TRANSACTION" has the meaning assigned to such term
in SECTION 6.03.

          "SDN LIST" shall have the meaning assigned to such term in SECTION
6.21.

          "SECURED PARTIES" shall mean, collectively, the Administrative Agent,
the Collateral Agent, each other Agent, the Lenders, the Issuing Bank and each
party to a Hedging Agreement relating to the Loans if at the date of entering
into such Hedging Agreement such person was a Lender or an Af-

                                      -31-
<Page>

filiate of a Lender and such person executes and delivers to the Administrative
Agent a letter agreement in form and substance acceptable to the Administrative
Agent pursuant to which such person (i) appoints the Collateral Agent as its
agent under the applicable Loan Documents and (ii) agrees to be bound by the
provisions of SECTIONS 11.03 and 11.09.

          "SECURITIES ACT" shall mean the Securities Act of 1933, as amended
from time to time.

          "SECURITY AGREEMENT" shall mean a Security Agreement substantially in
the form of EXHIBIT M among the Loan Parties and Collateral Agent for the
benefit of the Secured Parties.

          "SECURITIES COLLATERAL" shall have the meaning assigned to such term
in the Security Agreement.

          "SECURITY AGREEMENT COLLATERAL" shall mean all property pledged or
granted as collateral pursuant to the Security Agreement delivered on the
Closing Date or thereafter pursuant to SECTION 5.10.

          "SECURITY DOCUMENTS" shall mean the Security Agreement, the Mortgages
and each other security document or pledge agreement delivered in accordance
with applicable local or foreign law to grant a valid, perfected security
interest in any property as collateral for the Obligations, and all UCC or other
financing statements or instruments of perfection required by this Agreement,
the Security Agreement, any Mortgage or any other such security document or
pledge agreement to be filed with respect to the security interests in property
and fixtures created pursuant to the Security Agreement or any Mortgage and any
other document or instrument utilized to pledge as collateral for the
Obligations any property.

          "SENIOR NOTE AGREEMENT" shall mean any indenture, note purchase
agreement or other agreement pursuant to which the Senior Notes are issued as in
effect on the date hereof and thereafter amended from time to time subject to
the requirements of this Agreement.

          "SENIOR NOTE DOCUMENTS" shall mean the Senior Notes, the Senior Note
Agreement, the Senior Note Guarantees and all other documents executed and
delivered with respect to the Senior Notes or the Senior Note Agreement.

          "SENIOR NOTE GUARANTEES" shall mean the guarantees of the Subsidiary
Guarantors pursuant to the Senior Note Agreement.

          "SENIOR NOTES" shall mean Borrower's 11% Senior Notes due 2012 issued
pursuant to the Senior Note Agreement and any registered notes issued by
Borrower in exchange for, and as contemplated by, such notes with substantially
identical terms as such notes.

          "SPONSOR" shall mean Code, Hennessy & Simmons IV LP, Code Hennessy &
Simmons LLC, and their respective Affiliates.

          "STANDBY LETTER OF CREDIT" shall mean any standby letter of credit or
similar instrument issued for the purpose of supporting (a) workers'
compensation liabilities of Borrower or any of its Subsidiaries, (b) the
obligations of third-party insurers of Borrower or any of its Subsidiaries
arising by virtue of the laws of any jurisdiction requiring third-party insurers
to obtain such letters of credit, (c) performance, payment, deposit or surety
obligations of Borrower or any of its Subsidiaries if required

                                      -32-
<Page>

by law or governmental rule or regulation or in accordance with custom and
practice in the industry or (d) Indebtedness of Borrower or any of its
Subsidiaries permitted to be incurred under SECTION 6.01.

          "STATUTORY RESERVES" shall mean, for any Interest Period for any
Eurodollar Borrowing, the average maximum rate at which reserves (including any
marginal, supplemental or emergency reserves) are required to be maintained
during such Interest Period under Regulation D by member banks of the United
States Federal Reserve System in New York City with deposits exceeding one
billion dollars against "Eurodollar liabilities" (as such term is used in
Regulation D). Eurodollar Borrowings shall be deemed to constitute Eurodollar
liabilities and to be subject to such reserve requirements without benefit of or
credit for proration, exceptions or offsets which may be available from time to
time to any Lender under Regulation D.

          "SUBSIDIARY" shall mean, with respect to any person (the "PARENT") at
any date, (i) any person the accounts of which would be consolidated with those
of the parent in the parent's consolidated financial statements if such
financial statements were prepared in accordance with GAAP as of such date, (ii)
any other corporation, limited liability company, association or other business
entity of which securities or other ownership interests representing more than
50% of the voting power of all Equity Interests entitled (without regard to the
occurrence of any contingency) to vote in the election of the Board of Directors
thereof are, as of such date, owned, controlled or held by the parent and/or one
or more subsidiaries of the parent, (iii) any partnership (a) the sole general
partner or the managing general partner of which is the parent or a subsidiary
of the parent or (b) the only general partners of which are the parent and/or
one or more subsidiaries of the parent and (iv) any other person that is
otherwise Controlled by the parent and/or one or more subsidiaries of the
parent. Unless the context requires otherwise, "Subsidiary" refers to a
Subsidiary of Borrower.

          "SUBSIDIARY GUARANTOR" shall mean each Subsidiary listed on SCHEDULE
1.01(e), and each other Subsidiary that is or becomes a party to this Agreement
pursuant to SECTION 5.10. For the avoidance of doubt, BTI USA shall not be
required to be a Subsidiary Guarantor as long as it is owned by a Foreign
Subsidiary.

          "SUCCESSFUL SYNDICATION" shall have the meaning given to such term in
the Fee Letter.

          "SURVEY" shall mean a survey of any Mortgaged Property (and all
improvements thereon) which is (a) (i) prepared by a surveyor or engineer
licensed to perform surveys in the state where such Mortgaged Property is
located, (ii) dated (or redated) not earlier than six months prior to the date
of delivery thereof unless there shall have occurred within six months prior to
such date of delivery any exterior construction on the site of such Mortgaged
Property or any easement, right of way or other interest in the Mortgaged
Property has been granted or become effective through operation of law or
otherwise with respect to such Mortgaged Property which, in either case, can be
depicted on a survey, in which events, as applicable, such survey shall be dated
(or redated) after the completion of such construction or if such construction
shall not have been completed as of such date of delivery, not earlier than 20
days prior to such date of delivery, or after the grant or effectiveness of any
such easement, right of way or other interest in the Mortgaged Property, (iii)
certified by the surveyor (in a manner reasonably acceptable to the
Administrative Agent) to the Administrative Agent, the Collateral Agent and the
Title Company, (iv) complying in all respects with the minimum detail
requirements of the American Land Title Association as such requirements are in
effect on the date of preparation of such survey and (v) sufficient for the
Title Company to remove all standard survey exceptions from the title insurance
policy (or commitment) relating to such Mortgaged Property and issue the
endorsements of the type required by SECTION 4.01(p)(iii) or (b) otherwise
acceptable to the Collateral Agent.

                                      -33-
<Page>

          "SWINGLINE COMMITMENT" shall mean the commitment of the Swingline
Lender to make loans pursuant to SECTION 2.17, as the same may be reduced from
time to time pursuant to SECTION 2.07 or SECTION 2.17. The amount of the
Swingline Commitment shall initially be $5,000,000, but shall in no event exceed
the Revolving Commitment.

          "SWINGLINE EXPOSURE" shall mean at any time the aggregate principal
amount at such time of all outstanding Swingline Loans. The Swingline Exposure
of any Revolving Lender at any time shall equal its Pro Rata Percentage of the
aggregate Swingline Exposure at such time.

          "SWINGLINE LENDER" shall have the meaning assigned to such term in the
preamble hereto.

          "SWINGLINE LOAN" shall mean any loan made by the Swingline Lender
pursuant to SECTION 2.17.

          "SYNDICATION AGENT" shall have the meaning assigned to such term in
the preamble hereto.

          "TAX RETURN" shall mean all returns, statements, filings, attachments
and other documents or certifications required to be filed in respect of Taxes.

          "TAXES" shall mean any and all present or future taxes, duties,
levies, imposts, assessments, deductions, withholdings or other similar charges,
whether computed on a separate, consolidated, unitary, combined or other basis
and any and all liabilities (including interest, fines, penalties or additions
to tax) with respect to the foregoing.

          "TERM BORROWING" shall mean a Borrowing comprised of Tranche B Loans.

          "TERM LOAN REPAYMENT DATE" shall have the meaning assigned to such
term in SECTION 2.09(a).

          "TERM LOANS" shall mean the Tranche B Term Loans. Each Term Loan shall
be either an ABR Term Loan or a Eurodollar Term Loan.

          "TEST PERIOD" shall mean, at any time, the four consecutive fiscal
quarters of Borrower then last ended (in each case taken as one accounting
period).

          "TITLE COMPANY" shall mean any title insurance company as shall be
retained by Borrower and reasonably acceptable to the Administrative Agent.

          "TITLE POLICY" shall have the meaning assigned to such term in SECTION
4.01(p)(iii).

          "TOTAL LEVERAGE RATIO" shall mean, at any date of determination, the
ratio of Consolidated Indebtedness on such date to Consolidated EBITDA for the
Test Period then most recently ended.

          "TRANCHE B COMMITMENTS" shall mean, with respect to each Lender, the
commitment, if any, of such Lender to make a Tranche B Loan hereunder on the
Closing Date in the amount set forth on Schedule I to the Lender Addendum
executed and delivered by such Lender. The aggregate amount of the Lenders'
Tranche B Commitments on the Closing Date is $25,000,000.

                                      -34-
<Page>

          "TRANCHE B LENDER" shall mean a Lender with a Tranche B Commitment or
an outstanding Tranche B Loan.

          "TRANCHE B MATURITY DATE" shall mean May 18, 2010.

          "TRANCHE B LOANS" shall mean the term loans made by the Lenders to
Borrower pursuant to SECTION 2.01(a). Each Tranche B Loan shall be either an ABR
Term Loan or a Eurodollar Term Loan.

          "TRANSACTION DOCUMENTS" shall mean the Acquisition Documents, the
Senior Note Documents and the Loan Documents.

          "TRANSACTIONS" shall mean, collectively, the transactions to occur on
or prior to the Closing Date pursuant to the Transaction Documents, including
(a) the consummation of the Acquisition; (b) the execution, delivery and
performance of the Loan Documents and the initial borrowings hereunder; (c) the
Refinancing; (d) the Equity Financing; (e) the issuance of the Rollover Equity;
(f) the issuance of the Senior Notes; and (g) the payment of all fees and
expenses to be paid on or prior to the Closing Date and owing in connection with
the foregoing.

          "TRANSFERRED GUARANTOR" shall have the meaning assigned to such term
in SECTION 7.09.

          "TYPE," when used in reference to any Loan or Borrowing, refers to
whether the rate of interest on such Loan, or on the Loans comprising such
Borrowing, is determined by reference to the Adjusted LIBOR Rate or the
Alternate Base Rate.

          "UCC" shall mean the Uniform Commercial Code as in effect from time to
time (except as otherwise specified) in any applicable state or jurisdiction.

          "UNITED STATES" shall mean the United States of America.

          "VOTING STOCK" shall mean, with respect to any person, any class or
classes of Equity Interests pursuant to which the holders thereof have the
general voting power under ordinary circumstances to elect at least a majority
of the Board of Directors of such person.

          "WHOLLY OWNED SUBSIDIARY" shall mean, as to any person, (a) any
corporation 100% of whose capital stock (other than directors' qualifying shares
or other nominal issuances in order to comply with local laws) is at the time
owned by such person and/or one or more Wholly Owned Subsidiaries of such person
and (b) any partnership, association, joint venture, limited liability company
or other entity in which such person and/or one or more Wholly Owned
Subsidiaries of such person have a 100% equity interest at such time.

          "WITHDRAWAL LIABILITY" shall mean liability to a Multiemployer Plan as
a result of a complete or partial withdrawal (as such terms are defined in Part
I of Subtitle E of Title IV of ERISA), from such Multiemployer Plan.

          SECTION 1.02    CLASSIFICATION OF LOANS AND BORROWINGS. For purposes
of this Agreement, Loans may be classified and referred to by Class (E.G., a
"Revolving Loan") or by Type (E.G., a "Eurodollar Loan") or by Class and Type
(E.G., a "Eurodollar Revolving Loan"). Borrowings also may be classified and
referred to by Class (E.G., a "Revolving Borrowing," "Borrowing of Tranche B

                                      -35-
<Page>

Loans") or by Type (E.G., a "Eurodollar Borrowing") or by Class and Type (E.G.,
a "Eurodollar Revolving Borrowing").

          SECTION 1.03    TERMS GENERALLY. The definitions of terms herein shall
apply equally to the singular and plural forms of the terms defined. Whenever
the context may require, any pronoun shall include the corresponding masculine,
feminine and neuter forms. The words "include," "includes" and "including" shall
be deemed to be followed by the phrase "without limitation". The word "will"
shall be construed to have the same meaning and effect as the word "shall."
Unless the context requires otherwise (a) any definition of or reference to any
Loan Document, agreement, instrument or other document herein shall be construed
as referring to such agreement, instrument or other document as from time to
time amended, supplemented or otherwise modified (subject to any restrictions on
such amendments, supplements or modifications set forth herein), (b) any
reference herein to any person shall be construed to include such person's
successors and assigns, (c) the words "herein," "hereof" and "hereunder," and
words of similar import, shall be construed to refer to this Agreement in its
entirety and not to any particular provision hereof and (d) all references
herein to Articles, Sections, Exhibits and Schedules shall be construed to refer
to Articles and Sections of, and Exhibits and Schedules to, this Agreement,
unless otherwise indicated.

          SECTION 1.04    ACCOUNTING TERMS; GAAP. Except as otherwise expressly
provided herein, all financial statements to be delivered pursuant to this
Agreement shall be prepared in accordance with GAAP as in effect from time to
time and all terms of an accounting or financial nature shall be construed and
interpreted in accordance with GAAP, as in effect on the date hereof unless
otherwise agreed to by Borrower and the Required Lenders. In the event that any
"Accounting Change" (as defined below) shall occur and such change results in a
change in the method of calculation of financial covenants, standards or terms
in this Agreement, then Borrower and Administrative Agent agree to enter into
negotiations in order to amend such provisions of this Agreement so as to
equitably reflect such Accounting Change with the desired result that the
criteria for evaluating Borrower's financial condition shall be the same after
such Accounting Change as if such Accounting Change had not occurred. Until such
time as such amendment shall have been executed and delivered by Borrower and
the Required Lenders, all financial covenants, standards and terms in this
Agreement shall continue to be calculated or construed as if such Accounting
Change had not occurred. "Accounting Change" refers to any change in accounting
principles required by the promulgation of any rule, regulation, pronouncement
or opinion by the Financial Accounting Standards Board of the American Institute
of Certified Public Accountants or, if applicable, the Securities and Exchange
Commission (or successors thereto or agencies with similar functions).

          SECTION 1.05    RESOLUTION OF DRAFTING AMBIGUITIES. Each Loan Party
acknowledges and agrees that it was represented by counsel in connection with
the execution and delivery of the Loan Documents to which it is a party, that it
and its counsel reviewed and participated in the preparation and negotiation
hereof and thereof and that any rule of construction to the effect that
ambiguities are to be resolved against the drafting party shall not be employed
in the interpretation hereof or thereof.

                                   ARTICLE II

                                   THE CREDITS

          SECTION 2.01    COMMITMENTS. Subject to the terms and conditions and
relying upon the representations and warranties herein set forth, each Lender
agrees, severally and not jointly:

                                      -36-
<Page>

          (a)      to make a Tranche B Loan to Borrower on the Closing Date in
     the principal amount not to exceed its Tranche B Commitment; and

          (b)      to make Revolving Loans to Borrower, at any time and from
     time to time after the Closing Date until the earlier of the Revolving
     Maturity Date and the termination of the Revolving Commitment of such
     Lender in accordance with the terms hereof, in an aggregate principal
     amount at any time outstanding that will not result in such Lender's
     Revolving Exposure exceeding such Lender's Revolving Commitment.

          Amounts paid or prepaid in respect of Tranche B Loans may not be
reborrowed. Within the limits set forth in clause (b) above and subject to the
terms, conditions and limitations set forth herein, Borrower may borrow, pay or
prepay and reborrow Revolving Loans.

          SECTION 2.02    LOANS. (a) Each Loan (other than Swingline Loans)
shall be made as part of a Borrowing consisting of Loans made by the Lenders
ratably in accordance with their applicable Commitments; PROVIDED that the
failure of any Lender to make any Loan shall not in itself relieve any other
Lender of its obligation to lend hereunder (it being understood, however, that
no Lender shall be responsible for the failure of any other Lender to make any
Loan required to be made by such other Lender). Except for Loans deemed made
pursuant to SECTION 2.18(e)(ii) and Swingline Loans, (x) ABR Loans comprising
any Borrowing shall be in an aggregate principal amount that is (i) an integral
multiple of $100,000 and not less than $500,000 or (ii) equal to the remaining
available balance of the applicable Commitments and (y) the Eurodollar Loans
comprising any Borrowing shall be in an aggregate principal amount that is (i)
an integral multiple of $500,000 and not less than $1,000,000 or (ii) equal to
the remaining available balance of the applicable Commitments.

          (b)      Subject to SECTIONS 2.11 and 2.12, each Borrowing shall be
comprised entirely of ABR Loans or Eurodollar Loans as Borrower may request
pursuant to SECTION 2.03. Each Lender may at its option make any Eurodollar Loan
by causing any domestic or foreign branch or Affiliate of such Lender to make
such Loan; PROVIDED that any exercise of such option shall not affect the
obligation of Borrower to repay such Loan in accordance with the terms of this
Agreement. Borrowings of more than one Type may be outstanding at the same time;
PROVIDED that Borrower shall not be entitled to request any Borrowing that, if
made, would result in more than seven Eurodollar Borrowings outstanding
hereunder at any one time. For purposes of the foregoing, Borrowings having
different Interest Periods, regardless of whether they commence on the same
date, shall be considered separate Borrowings.

          (c)      Except with respect to Loans made pursuant to SECTION
2.18(e)(ii), each Lender shall make each Loan to be made by it hereunder on the
proposed date thereof by wire transfer of immediately available funds to such
account in New York City as the Administrative Agent may designate not later
than 2:00 p.m., New York City time, and the Administrative Agent shall promptly
credit the amounts so received to an account as directed by Borrower in the
applicable Borrowing Request maintained with the Administrative Agent or, if a
Borrowing shall not occur on such date because any condition precedent herein
specified shall not have been met, return the amounts so received to the
respective Lenders.

          (d)      Unless the Administrative Agent shall have received notice
from a Lender prior to the date of any Borrowing that such Lender will not make
available to the Administrative Agent such Lender's portion of such Borrowing,
the Administrative Agent may assume that such Lender has made such portion
available to the Administrative Agent on the date of such Borrowing in
accordance with paragraph (c) above, and the Administrative Agent may, in
reliance upon such assumption, make avail-

                                      -37-
<Page>

able to Borrower on such date a corresponding amount. If the Administrative
Agent shall have so made funds available, then, to the extent that such Lender
shall not have made such portion available to the Administrative Agent, each of
such Lender and Borrower severally agrees to repay to the Administrative Agent
forthwith on demand such corresponding amount together with interest thereon,
for each day from the date such amount is made available to Borrower until the
date such amount is repaid to the Administrative Agent at (i) in the case of
Borrower, the interest rate applicable at the time to the Loans comprising such
Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds
Effective Rate and a rate determined by the Administrative Agent in accordance
with banking industry rules on interbank compensation. If such Lender shall
repay to the Administrative Agent such corresponding amount, such amount shall
constitute such Lender's Loan as part of such Borrowing for purposes of this
Agreement, and Borrower's obligation to repay the Administrative Agent such
corresponding amount pursuant to this SECTION 2.02(d) shall cease.

          (e) Notwithstanding any other provision of this Agreement, Borrower
shall not be entitled to request, or to elect to convert or continue, any
Borrowing if the Interest Period requested with respect thereto would end after
the Revolving Maturity Date or Tranche B Maturity Date, as applicable.

          SECTION 2.03    BORROWING PROCEDURE. To request a Revolving Borrowing
(other than a Swingline Loan) or Term Borrowing, Borrower shall irrevocably
notify the Administrative Agent by means of telephonic or electronic
communication (and then promptly confirm by hand delivery or telecopy of a duly
completed and executed Borrowing Request) (i) in the case of a Eurodollar
Borrowing, not later than 1:00 p.m., New York City time, three Business Days
before the date of the proposed Borrowing or (ii) in the case of an ABR
Borrowing, not later than 12:00 (noon), New York City time, on the date of the
proposed Borrowing. Each such notice and each such Borrowing Request shall
specify the following information in compliance with SECTION 2.02:

          (a)      whether the requested Borrowing is to be a Borrowing of
     Revolving Loans or Tranche B Loans;

          (b)      the aggregate amount of such Borrowing;

          (c)      the date of such Borrowing, which shall be a Business Day;

          (d)      whether such Borrowing is to be an ABR Borrowing or a
     Eurodollar Borrowing;

          (e)      in the case of a Eurodollar Borrowing, the initial Interest
     Period to be applicable thereto, which shall be a period contemplated by
     the definition of the term "Interest Period"; PROVIDED that with respect to
     any Borrowings requested within the first 30 days after the Closing Date,
     the Interest Period shall be of one month's duration or shorter (if the
     Administrative Agent agrees), and PROVIDED FURTHER that Borrower shall be
     required to pay any amounts required under SECTION 2.13 incurred as a
     result of syndication of the Loans;

          (f)      the location and number of Borrower's account to which funds
     are to be disbursed, which shall comply with the requirements of SECTION
     2.02(c); and

          (g)      that the conditions set forth in SECTIONS 4.02(b)-(d) are
     satisfied as of the date of the notice.

          If no election as to the Type of Borrowing is specified, then the
requested Borrowing shall be an ABR Borrowing. If no Interest Period is
specified with respect to any requested Eurodollar

                                      -38-
<Page>

Revolving Borrowing, then Borrower shall be deemed to have selected an Interest
Period of one month's duration (subject to the proviso in clause (e) above).
Promptly following receipt of a Borrowing Request in accordance with this
Section, the Administrative Agent shall advise each Lender by telecopier or
other similar written means of the details thereof and of the amount of such
Lender's Loan to be made as part of the requested Borrowing.

          SECTION 2.04    EVIDENCE OF DEBT; REPAYMENT OF LOANS. (a) Borrower
hereby unconditionally promises to pay (i) to the Administrative Agent for the
account of each Tranche B Lender, the principal amount of each Tranche B Loan of
such Tranche B Lender as provided in SECTION 2.09, (ii) to the Administrative
Agent for the account of each Revolving Lender, the then unpaid principal amount
of each Revolving Loan of such Revolving Lender on the Revolving Maturity Date
and (iii) to the Swingline Lender, the then unpaid principal amount of each
Swingline Loan on the earlier of the Revolving Maturity Date and the first date
after such Swingline Loan is made that is the 15th or last day of a calendar
month and is at least two Business Days after such Swingline Loan is made;
PROVIDED that on each date that a Revolving Borrowing is made, Borrower shall
repay all Swingline Loans that were outstanding on the date such Borrowing was
requested.

          (b)      Each Lender shall maintain in accordance with its usual
practice an account or accounts evidencing the indebtedness of Borrower to such
Lender resulting from each Loan made by such Lender from time to time, including
the amounts of principal and interest payable and paid to such Lender from time
to time under this Agreement.

          (c)      The Administrative Agent shall maintain accounts in which it
will record (i) the amount of each Loan made hereunder, the Type and Class
thereof and the Interest Period applicable thereto; (ii) the amount of any
principal or interest due and payable or to become due and payable from Borrower
to each Lender hereunder; and (iii) the amount of any sum received by the
Administrative Agent hereunder for the account of the Lenders and each Lender's
share thereof.

          (d)      The entries made in the accounts maintained pursuant to
paragraphs (b) and (c) above shall be PRIMA FACIE evidence of the existence and
amounts of the obligations therein recorded; PROVIDED that the failure of any
Lender or the Administrative Agent to maintain such accounts or any error
therein shall not in any manner affect the obligations of Borrower to repay the
Loans in accordance with their terms.

          (e)      Any Lender by written notice to Borrower (with a copy to the
Administrative Agent) may request that Loans of any Class made by it be
evidenced by a promissory note. In such event, Borrower shall prepare, execute
and deliver to such Lender a promissory note payable to the order of such Lender
(or, if requested by such Lender, to such Lender and its registered assigns) in
the form of EXHIBIT K-I, K-2 or K-3, as the case may be. Thereafter, the Loans
evidenced by such promissory note and interest thereon shall at all times
(including after assignment pursuant to SECTION 11.04) be represented by one or
more promissory notes in such form payable to the order of the payee named
therein (or, if such promissory note is a registered note, to such payee and its
registered assigns).

          SECTION 2.05    FEES.

          (a)      COMMITMENT FEE. Borrower agrees to pay to the Administrative
Agent for the account of each Lender a commitment fee (a "COMMITMENT FEE") equal
to the Applicable Fee per annum on the average daily unused amount of each
Commitment of such Lender during the period from and including the date hereof
to but excluding the date on which such Commitment terminates. Accrued
Com-

                                      -39-
<Page>

mitment Fees shall be payable in arrears (A) on the last Business Day of March,
June, September and December of each year, commencing on the first such date to
occur after the date hereof, and (B) on the date on which such Commitment
terminates. Commitment Fees shall be computed on the basis of a year of 360 days
and shall be payable for the actual number of days elapsed (including the first
day but excluding the last day). For purposes of computing Commitment Fees with
respect to Revolving Commitments, a Revolving Commitment of a Lender shall be
deemed to be used to the extent of the outstanding Revolving Loans and LC
Exposure of such Lender (including the Swingline Exposure of such Lender).

          (b)      ADMINISTRATIVE AGENT FEES. Borrower agrees to pay to the
Administrative Agent, for its own account, the administrative fees set forth in
the Fee Letter or such other fees payable in the amounts and at the times
separately agreed upon between Borrower and the Administrative Agent (the
"ADMINISTRATIVE AGENT FEES").

          (c)      LC AND FRONTING FEES. Borrower agrees to pay (i) to the
Administrative Agent for the account of each Revolving Lender a participation
fee ("LC PARTICIPATION FEE") with respect to its participations in Letters of
Credit, which shall accrue at a rate equal to the Applicable Margin from time to
time used to determine the interest rate on Eurodollar Revolving Loans pursuant
to SECTION 2.06 on the average daily amount of such Lender's LC Exposure
(excluding any portion thereof attributable to Reimbursement Obligations) during
the period from and including the Closing Date to but excluding the later of the
date on which such Lender's Revolving Commitment terminates and the date on
which such Lender ceases to have any LC Exposure, and (ii) to the Issuing Bank a
fronting fee ("FRONTING FEE"), which shall accrue at the rate of 0.25% per annum
on the average daily amount of the LC Exposure (excluding any portion thereof
attributable to Reimbursement Obligations) during the period from and including
the Closing Date to but excluding the later of the date of termination of the
Revolving Commitments and the date on which there ceases to be any LC Exposure,
as well as the Issuing Bank's customary fees with respect to the issuance,
amendment, renewal or extension of any Letter of Credit or processing of
drawings thereunder. Accrued LC Participation Fees and Fronting Fees shall be
payable in arrears (i) on the last Business Day of March, June, September and
December of each year, commencing on the first such date to occur after the
Closing Date, and (ii) on the date on which the Revolving Commitments terminate.
Any such fees accruing after the date on which the Revolving Commitments
terminate shall be payable on demand. Any other fees payable to the Issuing Bank
pursuant to this paragraph shall be payable within 10 days after demand
therefor. All LC Participation Fees and Fronting Fees shall be computed on the
basis of a year of 360 days and shall be payable for the actual number of days
elapsed (including the first day but excluding the last day).

          (d)      All Fees shall be paid on the dates due, in immediately
available funds, to the Administrative Agent for distribution, if and as
appropriate, among the Lenders, except that Borrower shall pay the Fronting Fees
directly to the Issuing Bank. Once paid, none of the Fees shall be refundable
under any circumstances.

          SECTION 2.06    INTEREST ON LOANS. (a) Subject to the provisions of
SECTION 2.06(c), the Loans comprising each ABR Borrowing, including each
Swingline Loan, shall bear interest at a rate per annum equal to the Alternate
Base Rate plus the Applicable Margin in effect from time to time.

          (b)      Subject to the provisions of SECTION 2.06(c), the Loans
comprising each Eurodollar Borrowing shall bear interest at a rate per annum
equal to the Adjusted LIBOR Rate for the Interest Period in effect for such
Borrowing plus the Applicable Margin in effect from time to time.

                                      -40-
<Page>

          (c)      Notwithstanding the foregoing, during an Event of Default,
all Obligations shall, to the extent permitted by applicable law, bear interest,
after as well as before judgment, at a per annum rate equal to (i) in the case
of principal of or interest on any Loan, 2% plus the rate otherwise applicable
to such Loan as provided in the preceding paragraphs of this SECTION 2.06 or
(ii) in the case of any other amount, 2% plus the rate applicable to ABR
Revolving Loans as provided in SECTION 2.06(a) (in either case, the "DEFAULT
RATE"); PROVIDED, HOWEVER, that except in the case of an Event of Default of the
type specified in Sections 8.01(a), (b), (g) or (h), interest will not accrue at
the Default Rate until such time as Borrower has received a request therefor
from the Administrative Agent or Required Lenders.

          (d)      Accrued interest on each Loan shall be payable in arrears on
each Interest Payment Date for such Loan; PROVIDED that (i) interest accrued
pursuant to SECTION 2.06(c) shall be payable on demand, (ii) in the event of any
repayment or prepayment of any Loan (other than a prepayment of an ABR Revolving
Loan or a Swingline Loan), accrued interest on the principal amount repaid or
prepaid shall be payable on the date of such repayment or prepayment and (iii)
in the event of any conversion of any Eurodollar Loan prior to the end of the
current Interest Period therefor, accrued interest on such Loan shall be payable
on the effective date of such conversion.

          (e)      All interest hereunder shall be computed on the basis of a
year of 360 days, except that interest computed by reference to the Alternate
Base Rate shall be computed on the basis of a year of 365 days (or 366 days in a
leap year), and in each case shall be payable for the actual number of days
elapsed (including the first day but excluding the last day). The applicable
Alternate Base Rate or Adjusted LIBOR Rate shall be determined by the
Administrative Agent in accordance with the provisions of this Agreement and
such determination shall be conclusive absent manifest error.

          SECTION 2.07    TERMINATION AND REDUCTION OF COMMITMENTS. (a) The
Tranche B Commitments shall automatically terminate at 5:00 p.m., New York City
time, on the Closing Date. The Revolving Commitments, the Swingline Commitment
and the LC Commitment shall automatically terminate on the Revolving Maturity
Date. Notwithstanding the foregoing, all the Commitments shall automatically
terminate at 5:00 p.m., New York City time, on June 30, 2004, if the initial
Credit Extension shall not have occurred by such time.

          (b)      At its option, Borrower may at any time terminate, or from
time to time permanently reduce, the Commitments of any Class; PROVIDED that (i)
each reduction of the Commitments of any Class shall be in an amount that is an
integral multiple of $1,000,000 and not less than $5,000,000 and (ii) the
Revolving Commitments shall not be terminated or reduced if, after giving effect
to any concurrent prepayment of the Revolving Loans in accordance with SECTION
2.10, the aggregate amount of Revolving Exposures would exceed the aggregate
amount of Revolving Commitments.

          (c)      Borrower shall notify the Administrative Agent in writing of
any election to terminate or reduce the Commitments under SECTION 2.07(b) at
least three Business Days prior to the effective date of such termination or
reduction, specifying such election and the effective date thereof. Promptly
following receipt of any notice, the Administrative Agent shall advise the
Lenders in writing of the contents thereof. Each notice delivered by Borrower
pursuant to this Section shall be irrevocable; PROVIDED that a notice of
termination of the Commitments delivered by Borrower may state that such notice
is conditioned upon the effectiveness of other credit facilities, in which case
such notice may be revoked by Borrower (by notice to the Administrative Agent on
or prior to the specified effective date) if such condition is not satisfied.
Any termination or reduction of the Commitments of any Class shall be permanent.
Each reduction of the Commitments of any Class shall be made ratably among the
Lenders in accordance with their respective Commitments of such Class.

                                      -41-
<Page>

          SECTION 2.08    INTEREST ELECTIONS. (a) Each Revolving Borrowing and
Term Borrowing initially shall be of the Type specified in the applicable
Borrowing Request and, in the case of a Eurodollar Borrowing, shall have an
initial Interest Period as specified in such Borrowing Request. Thereafter,
Borrower may elect to convert such Borrowing to a different Type or to continue
such Borrowing and, in the case of a Eurodollar Borrowing, may elect Interest
Periods therefor, all as provided in this Section. Borrower may elect different
options with respect to different portions of the affected Borrowing, in which
case each such portion shall be allocated ratably among the Lenders holding the
Loans comprising such Borrowing, and the Loans comprising each such portion
shall be considered a separate Borrowing. Notwithstanding anything to the
contrary, Borrower shall not be entitled to request any conversion or
continuation that, if made, would result in more than seven Eurodollar
Borrowings outstanding hereunder at any one time. This Section shall not apply
to Swingline Borrowings, which may not be converted or continued.

          (b)      To make an election pursuant to this Section, Borrower shall
irrevocably notify the Administrative Agent by means of telephonic or electronic
communication (and then promptly confirm by hand delivery or telecopy of a duly
completed and executed Interest Election Request) not later than the time that a
Borrowing Request would be required under SECTION 2.03 if Borrower were
requesting a Revolving Borrowing or Term Borrowing of the Type resulting from
such election to be made on the effective date of such election, subject to
SECTION 2.11.

          (c)      Each Interest Election Request shall specify the following
information in compliance with SECTION 2.02:

          (i)      the Borrowing to which such Interest Election Request applies
     and, if different options are being elected with respect to different
     portions thereof, or if outstanding Borrowings are being combined,
     allocation to each resulting Borrowing (in which case the information to be
     specified pursuant to clauses (iii) and (iv) below shall be specified for
     each resulting Borrowing);

          (ii)     the effective date of the election made pursuant to such
     Interest Election Request, which shall be a Business Day;

          (iii)    whether the resulting Borrowing is to be an ABR Borrowing or
     a Eurodollar Borrowing; and

          (iv)     if the resulting Borrowing is a Eurodollar Borrowing, the
     Interest Period to be applicable thereto after giving effect to such
     election, which shall be a period contemplated by the definition of the
     term "Interest Period"; PROVIDED that with respect to any Borrowings
     continued or converted within the first 30 days after the Closing Date, the
     Interest Period shall be of one month's duration or shorter (if the
     Administrative Agent agrees).

          If any such Interest Election Request requests a Eurodollar Borrowing
but does not specify an Interest Period, then Borrower shall be deemed to have
selected an Interest Period of one month's duration.

          (d)      Promptly following receipt of an Interest Election Request,
the Administrative Agent shall advise each Lender in writing of the details
thereof and of such Lender's portion of each resulting Borrowing.

                                      -42-
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          (e)      If an Interest Election Request with respect to a Eurodollar
Borrowing is not timely delivered prior to the end of the Interest Period
applicable thereto, then, unless such Borrowing is repaid as provided herein, at
the end of such Interest Period such Borrowing shall be converted to an ABR
Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default
has occurred and is continuing, the Administrative Agent or the Required Lenders
may require, by notice to Borrower, that (i) no outstanding Borrowing may be
converted to or continued as a Eurodollar Borrowing and (ii) unless repaid, each
Eurodollar Borrowing shall be converted to an ABR Borrowing at the end of the
Interest Period applicable thereto.

          SECTION 2.09    AMORTIZATION OF TERM BORROWINGS. (a) Borrower shall
pay to the Administrative Agent, for the account of the Lenders, on the dates
set forth on ANNEX II, or if any such date is not a Business Day, on the
immediately preceding Business Day (each such date, a "TERM LOAN REPAYMENT
DATE"), a principal amount of the Tranche B Loans equal to the amount set forth
on ANNEX II for such date (as adjusted from time to time pursuant to SECTION
2.10(h)), together in each case with accrued and unpaid interest on the
principal amount to be paid to but excluding the date of such payment.

          (b)      To the extent not previously paid, all Tranche B Loans shall
be due and payable on the Tranche B Maturity Date.

          SECTION 2.10    OPTIONAL AND MANDATORY PREPAYMENTS OF LOANS.

          (a)      OPTIONAL PREPAYMENTS. Borrower shall have the right at any
time and from time to time to prepay any Borrowing, in whole or in part, subject
to the requirements of this SECTION 2.10; PROVIDED that each partial prepayment
shall be in an amount that is an integral multiple of $500,000 and not less than
$1,000,000.

          (b)      REVOLVING LOAN PREPAYMENTS. (i) In the event of the
termination of all the Revolving Commitments, Borrower shall, on the date of
such termination, repay or prepay all its outstanding Revolving Borrowings and
all outstanding Swingline Loans and replace all outstanding Letters of Credit or
cash collateralize all outstanding Letters of Credit in accordance with the
procedures set forth in SECTION 2.18(i).

          (ii)     In the event of any partial reduction of the Revolving
Commitments, then (x) at or prior to the effective date of such reduction, the
Administrative Agent shall notify Borrower and the Revolving Lenders of the sum
of the Revolving Exposures after giving effect thereto and (y) if the sum of the
Revolving Exposures would exceed the aggregate amount of Revolving Commitments
after giving effect to such reduction, then Borrower shall, on the date of such
reduction, FIRST, repay or prepay Swingline Loans, SECOND, repay or prepay
Revolving Borrowings and THIRD, replace outstanding Letters of Credit or cash
collateralize outstanding Letters of Credit in accordance with the procedures
set forth in SECTION 2.18(i), in an aggregate amount sufficient to eliminate
such excess.

          (iii)    In the event that the sum of all Lenders' Revolving Exposures
exceeds the Revolving Commitments then in effect, Borrower shall, without notice
or demand, immediately FIRST, repay or prepay Revolving Borrowings, and SECOND,
replace outstanding Letters of Credit or cash collateralize outstanding Letters
of Credit in accordance with the procedures set forth in SECTION 2.18(i), in an
aggregate amount sufficient to eliminate such excess.

          (iv)     In the event that the aggregate LC Exposure exceeds the LC
Commitment then in effect, Borrower shall, without notice or demand, immediately
replace outstanding Letters of Credit or

                                      -43-
<Page>

cash collateralize outstanding Letters of Credit in accordance with the
procedures set forth in SECTION 2.18(i), in an aggregate amount sufficient to
eliminate such excess.

          (c)      ASSET SALES. Not later than five Business Days following the
receipt of any Net Cash Proceeds of any Asset Sale by Holdings or any of its
Subsidiaries, Borrower shall apply 100% of such Net Cash Proceeds to make
prepayments in accordance with SECTIONS 2.10(h) and (i); PROVIDED that:

          (i)      no such prepayment shall be required under this SECTION
     2.10(c)(i) with respect to (A) any Asset Sale permitted by SECTION 6.06
     (other than subsections (b) and (h)), (B) the disposition of property which
     constitutes a Casualty Event, or (C) Asset Sales for fair market value
     resulting in no more than $250,000 in Net Cash Proceeds per Asset Sale (or
     series of related Asset Sales) and less than $1,000,000 in Net Cash
     Proceeds in any fiscal year; PROVIDED that clause (C) shall not apply in
     the case of any Asset Sale described in clause (b) of the definition
     thereof; and

          (ii)     so long as no Default shall then exist or would arise
     therefrom, such proceeds shall not be required to be so applied on such
     date to the extent that Borrower shall have delivered an Officers'
     Certificate to the Administrative Agent on or prior to such date stating
     that such Net Cash Proceeds are expected to be reinvested in fixed or
     capital assets within 360 days following the date of the receipt of the Net
     Cash Proceeds of such Asset Sale (which Officers' Certificate shall set
     forth the estimates of the proceeds to be so expended); PROVIDED that if
     all or any portion of such Net Cash Proceeds is not so reinvested within
     such 360-day period, such unused portion shall be applied on the last day
     of such period as a mandatory prepayment as provided in this SECTION
     2.10(c); PROVIDED, FURTHER, that if the property subject to such Asset Sale
     constituted Collateral, then all property purchased with the Net Cash
     Proceeds thereof pursuant to this subsection shall be made subject to the
     Lien of the applicable Security Documents in favor of the Collateral Agent,
     for its benefit and for the benefit of the other Secured Parties in
     accordance with SECTIONS 5.10 and 5.11; PROVIDED, FURTHER, that if the
     property subject to such Asset Sale did not constitute Collateral but the
     property purchased with the Net Cash Proceeds thereof is intended to be
     subject to the Lien created by any of the Security Documents, then all such
     property purchased with the Net Cash Proceeds thereof pursuant to this
     subsection shall be made subject to the Lien of the applicable Security
     Documents in favor of the Collateral Agent, for its benefit and for the
     benefit of the other Secured Parties in accordance with SECTIONS 5.10 and
     5.11.

          (d)      DEBT ISSUANCE OR PREFERRED STOCK ISSUANCE. Not later than
five Business Days following the receipt of any Net Cash Proceeds of any Debt
Issuance or Preferred Stock Issuance by Holdings or any of its Subsidiaries
(other than Excluded Issuances), Borrower shall make prepayments in accordance
with SECTIONS 2.10(h) and (i) in an aggregate principal amount equal to 100% of
such Net Cash Proceeds.

          (e)      EQUITY ISSUANCE. Not later than five Business Days following
the receipt of any Net Cash Proceeds of any Equity Issuance (other than Excluded
Issuances), Borrower shall make prepayments in accordance with SECTIONS 2.10(h)
and (i) in an aggregate principal amount equal to 50% of such Net Cash Proceeds;
PROVIDED that during any period during which the Total Leverage Ratio shall be
3.50:1.00 or less, Borrower shall only be required to make the prepayments
required by this SECTION 2.10(e) in an aggregate principal amount equal to 25%
of such Net Cash Proceeds.

          (f)      CASUALTY EVENTS. Not later than five Business Days following
the receipt of any Net Cash Proceeds from a Casualty Event by Holdings or any of
its Subsidiaries, Borrower shall apply an

                                      -44-
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amount equal to 100% of such Net Cash Proceeds to make prepayments in accordance
with SECTIONS 2.10(h) and (i); PROVIDED that:

          (i)      so long as no Default shall then exist or arise therefrom,
     such proceeds shall not be required to be so applied on such date to the
     extent that Borrower applies such proceeds to repair, replace or restore
     any property in respect of which such Net Cash Proceeds were paid no later
     than 360 days following the date of receipt of such proceeds; PROVIDED that
     if the property subject to such Casualty Event constituted Collateral under
     the Security Documents, then all property purchased with the Net Cash
     Proceeds thereof pursuant to this subsection shall be made subject to the
     Lien of the applicable Security Documents in favor of the Collateral Agent,
     for its benefit and for the benefit of the other Secured Parties in
     accordance with SECTIONS 5.10 and 5.11; PROVIDED, FURTHER, that if the
     property subject to such Casualty Event did not constitute Collateral but
     the property purchased with the Net Cash Proceeds thereof is intended to be
     subject to the Lien created by any of the Security Documents, then all such
     property purchased with the Net Cash Proceeds thereof pursuant to this
     subsection shall be made subject to the Lien of the applicable Security
     Documents in favor of the Collateral Agent, for its benefit and for the
     benefit of the other Secured Parties in accordance with SECTIONS 5.10 and
     5.11; and

          (ii)     if any portion of such Net Cash Proceeds shall not be so
     applied within such 360-day period, such unused portion shall be applied on
     the last day of such period as a mandatory prepayment as provided in this
     SECTION 2.10(f).

          (g)      EXCESS CASH FLOW. No later than fifteen Business Days after
the date on which the financial statements with respect to the fiscal year in
which such Excess Cash Flow Period occurs are required to be delivered pursuant
to SECTION 5.01(a), Borrower shall make prepayments in accordance with SECTIONS
2.10(h) and (i) in an aggregate principal amount equal to 75% of Excess Cash
Flow for the Excess Cash Flow Period then ended, less any voluntary prepayments
of Tranche B Loans and any permanent voluntary reductions to the Revolving
Commitments to the extent that an equal amount of the Revolving Loans is
simultaneously repaid, in each case so long as such amounts are not already
reflected in Debt Service, during such Excess Cash Flow Period; PROVIDED that
during any period during which the Total Leverage Ratio shall be 3.50:1.00 or
less, Borrower shall only be required to make the prepayments required by this
SECTION 2.10(g) in an aggregate principal amount equal to 50% of Excess Cash
Flow for such Excess Cash Flow Period, less any voluntary prepayments of Tranche
B Loans and any permanent voluntary reductions to the Revolving Commitments to
the extent that an equal amount of the Revolving Loans is simultaneously repaid,
in each case so long as such amounts are not already reflected in Debt Service,
during such Excess Cash Flow Period, and, PROVIDED FURTHER, that upon repayment
in full of all Term Borrowings, no further prepayments under this SECTION
2.10(g) shall be required.

          (h)      APPLICATION OF PREPAYMENTS. (i) Optional and mandatory
prepayments made hereunder shall first be applied to prepayment of any
outstanding Term Borrowings, and (a) in the case of mandatory prepayments, will
be applied to scheduled amortization of such Borrowings on a PRO RATA basis and
(b) in the case of optional prepayments, shall be applied as directed by
Borrower to scheduled amortization of such Borrowings due during the twelve
month period commencing on the date of such optional prepayment, and on a PRO
RATA basis with respect to any excess prepayment amounts. If all Term Borrowings
have been repaid in full, any excess prepayment amounts and any further
prepayments made (other than prepayments made from Excess Cash Flow pursuant to
SECTION 2.10(g)) shall be applied to permanently reduce the Revolving
Commitments ratably among all Revolving Lenders in accordance with their
applicable Revolving Commitments in an aggregate amount equal to such excess or
further prepayment, and Borrower shall comply with SECTION 2.10(b).

                                      -45-
<Page>

          (ii)     Amounts to be applied pursuant to this SECTION 2.10 to the
prepayment of Tranche B Loans and Revolving Loans shall be applied, as
applicable, first to reduce outstanding ABR Term Loans and ABR Revolving Loans,
respectively. Any amounts remaining after each such application shall be applied
to prepay Eurodollar Term Loans or Eurodollar Revolving Loans, as applicable.

          (i)      NOTICE OF PREPAYMENT. Borrower shall notify the
Administrative Agent (and, in the case of prepayment of a Swingline Loan, the
Swingline Lender) by written notice of any prepayment hereunder (i) in the case
of prepayment of a Eurodollar Borrowing, not later than 1:00 p.m., New York City
time, three Business Days before the date of prepayment, (ii) in the case of
prepayment of an ABR Borrowing, not later than 12:00 (noon), New York City time,
one Business Day before the date of prepayment and (iii) in the case of
prepayment of a Swingline Loan, not later than 12:00 (noon), New York City time,
on the date of prepayment. Each such notice shall be irrevocable; PROVIDED that,
if a notice of prepayment is given in connection with a conditional notice of
termination of the Commitments as contemplated by SECTION 2.07, then such notice
of prepayment may be revoked if such termination is revoked in accordance with
SECTION 2.07. Each such notice shall specify the prepayment date, the principal
amount of each Borrowing or portion thereof to be prepaid and, in the case of a
mandatory prepayment, a reasonably detailed calculation of the amount of such
prepayment. Promptly following receipt of any such notice (other than a notice
relating solely to Swingline Loans), the Administrative Agent shall advise the
Lenders in writing of the contents thereof. Such notice to the Lenders may be by
electronic communication. Each partial prepayment of any Borrowing shall be in
an amount that would be permitted in the case of a Credit Extension of the same
Type as provided in SECTION 2.02, except as necessary to apply fully the
required amount of a mandatory prepayment. Each prepayment of a Borrowing shall
be applied ratably to the Loans included in the prepaid Borrowing and otherwise
in accordance with this SECTION 2.10. Prepayments shall be accompanied by
accrued interest to the extent required by SECTION 2.06.

          SECTION 2.11    ALTERNATE RATE OF INTEREST. If prior to the
commencement of any Interest Period for a Eurodollar Borrowing:

          (a)      the Administrative Agent determines (which determination
     shall be final and conclusive absent manifest error) that adequate and
     reasonable means do not exist for ascertaining the Adjusted LIBOR Rate for
     such Interest Period; or

          (b)      the Administrative Agent is advised in writing by the
     Required Lenders that the Adjusted LIBOR Rate for such Interest Period will
     not adequately and fairly reflect the cost to such Lenders of making or
     maintaining their Loans included in such Borrowing for such Interest
     Period;

then the Administrative Agent shall give written notice thereof to Borrower and
the Lenders as promptly as practicable thereafter and, until the Administrative
Agent notifies Borrower and the Lenders that the circumstances giving rise to
such notice no longer exist, (i) any Interest Election Request that requests the
conversion of any Borrowing to, or continuation of any Borrowing as, a
Eurodollar Borrowing shall be ineffective and (ii) if any Borrowing Request
requests a Eurodollar Borrowing, such Borrowing shall be made as an ABR
Borrowing; PROVIDED that Borrower may revoke any such Borrowing Request prior to
Borrowing upon written notice to the Administrative Agent.

          SECTION 2.12    INCREASED COSTS. (a) If any Change in Law shall:

          (i)      impose, modify or deem applicable any reserve, special
     deposit or similar requirement against property of, deposits with or for
     the account of, or credit extended by, any

                                      -46-
<Page>

     Lender (except any such reserve requirement reflected in the Adjusted LIBOR
     Rate) or the Issuing Bank; or

          (ii)     impose on any Lender or the Issuing Bank or the London
     interbank market any other condition affecting this Agreement or Eurodollar
     Loans made by such Lender or any Letter of Credit or participation therein;

and the result of any of the foregoing shall be to increase the cost to such
Lender of making or maintaining any Eurodollar Loan (or of maintaining its
obligation to make any such Loan) or to increase the cost to such Lender, the
Issuing Bank or such Lender's or the Issuing Bank's holding company, if any, of
participating in, issuing or maintaining any Letter of Credit or to reduce the
amount of any sum received or receivable by such Lender or the Issuing Bank
hereunder (whether of principal, interest or otherwise), then Borrower will pay
to such Lender or the Issuing Bank, as the case may be, such additional amount
or amounts as will compensate such Lender or the Issuing Bank, as the case may
be, for such additional costs incurred or reduction suffered, it being
understood that, to the extent duplicative of the provisions of SECTION 2.15,
this SECTION 2.12 shall not apply to Taxes.

          (b)      If any Lender or the Issuing Bank determines (in good faith,
but in its sole absolute discretion) that any Change in Law regarding capital
requirements has or would have the effect of reducing the rate of return on such
Lender's or the Issuing Bank's capital or on the capital of such Lender's or the
Issuing Bank's holding company, if any, as a consequence of this Agreement or
the Loans made by, or participations in Letters of Credit held by, such Lender,
or the Letters of Credit issued by the Issuing Bank, to a level below that which
such Lender or the Issuing Bank or such Lender's or the Issuing Bank's holding
company could have achieved but for such Change in Law (taking into
consideration such Lender's or the Issuing Bank's policies and the policies of
such Lender's or the Issuing Bank's holding company with respect to capital
adequacy), then from time to time Borrower will pay to such Lender or the
Issuing Bank, as the case may be, such additional amount or amounts as will
compensate such Lender or the Issuing Bank or such Lender's or the Issuing
Bank's holding company for any such reduction suffered, it being understood
that, to the extent duplicative of the provisions of SECTION 2.15, this SECTION
2.12 shall not apply to Taxes.

          (c)      A certificate of a Lender or the Issuing Bank setting forth
in reasonable detail the amount or amounts necessary to compensate such Lender
or the Issuing Bank or its holding company, as the case may be, as specified in
paragraph (a) or (b) of this SECTION 2.12 shall be delivered to Borrower (with a
copy to the Administrative Agent) and shall be conclusive and binding absent
manifest error. Borrower shall pay such Lender or the Issuing Bank, as the case
may be, the amount shown as due on any such certificate within 10 days after
receipt thereof.

          (d)      Failure or delay on the part of any Lender or the Issuing
Bank to demand compensation pursuant to this SECTION 2.12 shall not constitute a
waiver of such Lender's or the Issuing Bank's right to demand such compensation;
PROVIDED that Borrower shall not be required to compensate a Lender or the
Issuing Bank pursuant to this Section for any increased costs or reductions
incurred more than 180 days prior to the date that such Lender or the Issuing
Bank, as the case may be, notifies Borrower of the Change in Law giving rise to
such increased costs or reductions and of such Lender's or the Issuing Bank's
intention to claim compensation therefor; PROVIDED, FURTHER, that, if the Change
in Law giving rise to such increased costs or reductions is retroactive, then
the 180-day period referred to above shall not begin earlier than the date of
effectiveness of the Change in Law.

                                      -47-
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          SECTION 2.13    BREAKAGE PAYMENTS. In the event of (a) the payment or
prepayment, whether optional or mandatory, of any principal of any Eurodollar
Loan earlier than the last day of an Interest Period applicable thereto
(including as a result of an Event of Default), (b) the conversion of any
Eurodollar Loan earlier than the last day of the Interest Period applicable
thereto, (c) the failure to borrow, convert, continue or prepay any Revolving
Loan or Tranche B Loan on the date specified in any notice delivered pursuant
hereto or (d) the assignment of any Eurodollar Loan earlier than the last day of
the Interest Period applicable thereto as a result of a request by Borrower
pursuant to SECTION 2.16, then, in any such event, at the request of a Lender,
Borrower shall compensate such Lender for the loss, cost and expense (other than
loss of anticipated profits) attributable to such event. In the case of a
Eurodollar Loan, such loss, cost or expense to any Lender shall be deemed to
include an amount determined by such Lender to be the excess, if any, of (i) the
amount of interest which would have accrued on the principal amount of such Loan
had such event not occurred, at the Adjusted LIBOR Rate that would have been
applicable to such Loan, for the period from the date of such event to the last
day of the then current Interest Period therefor (or, in the case of a failure
to borrow, convert or continue, for the period that would have been the Interest
Period for such Loan), over (ii) the amount of interest which would accrue on
such principal amount for such period at the interest rate which such Lender
would bid were it to bid, at the commencement of such period, for dollar
deposits of a comparable amount and period from other banks in the Eurodollar
market. A certificate of any Lender setting forth in reasonable detail any
amount or amounts that such Lender is entitled to receive pursuant to this
SECTION 2.13 shall be delivered to Borrower (with a copy to the Administrative
Agent) and shall be conclusive and binding absent manifest error. Borrower shall
pay such Lender the amount shown as due on any such certificate within 10 days
after receipt thereof.

          SECTION 2.14    PAYMENTS GENERALLY; PRO RATA TREATMENT; SHARING OF
SETOFFS. (a) Borrower shall make each payment required to be made by it
hereunder or under any other Loan Document (whether of principal, interest, fees
or Reimbursement Obligations, or of amounts payable under SECTION 2.12, 2.13 or
2.15, or otherwise) on or before the time expressly required hereunder or under
such other Loan Document for such payment (or, if no such time is expressly
required, prior to 2:00 p.m., New York City time), on the date when due, in
immediately available funds, without setoff, deduction or counterclaim. Any
amounts received after such time on any date may, in the discretion of the
Administrative Agent, be deemed to have been received on the next succeeding
Business Day for purposes of calculating interest thereon. All such payments
shall be made to the Administrative Agent at its offices at 677 Washington
Boulevard, Stamford, Connecticut, except payments to be made directly to the
Issuing Bank or Swingline Lender as expressly provided herein and except that
payments pursuant to SECTIONS 2.12, 2.13, 2.15 and 11.03 shall be made directly
to the persons entitled thereto and payments pursuant to other Loan Documents
shall be made to the persons specified therein. The Administrative Agent shall
distribute any such payments received by it for the account of any other person
to the appropriate recipient promptly following receipt thereof. If any payment
under any Loan Document shall be due on a day that is not a Business Day, unless
specified otherwise, the date for payment shall be extended to the next
succeeding Business Day, and, in the case of any payment accruing interest,
interest thereon shall be payable for the period of such extension. All payments
under each Loan Document shall be made in dollars.

          (b)      If at any time insufficient funds are received by and
available to the Administrative Agent to pay fully all amounts of principal,
Reimbursement Obligations, interest and fees then due hereunder, such funds
shall be applied (i) FIRST, towards payment of interest and fees then due
hereunder, ratably among the parties entitled thereto in accordance with the
amounts of interest and fees then due to such parties, and (ii) SECOND, towards
payment of principal and Reimbursement Obligations then due

                                      -48-
<Page>

hereunder, ratably among the parties entitled thereto in accordance with the
amounts of principal and Reimbursement Obligations then due to such parties.

          (c)      If any Lender shall, by exercising any right of setoff or
counterclaim or otherwise (including by exercise of its rights under SECTION 9.1
of the Security Agreement), obtain payment in respect of any principal of or
interest on any of its Revolving Loans, Tranche B Loans or participations in LC
Disbursements or Swingline Loans resulting in such Lender receiving payment of a
greater proportion of the aggregate amount of its Revolving Loans, Tranche B
Loans and participations in LC Disbursements and Swingline Loans and accrued
interest thereon than the proportion received by any other Lender, then the
Lender receiving such greater proportion shall purchase (for cash at face value)
participations in the Revolving Loans, Tranche B Loans and participations in LC
Disbursements and Swingline Loans of other Lenders to the extent necessary so
that the benefit of all such payments shall be shared by the Lenders ratably in
accordance with the aggregate amount of principal of and accrued interest on
their respective Revolving Loans, Tranche B Loans and participations in LC
Disbursements and Swingline Loans; PROVIDED that (i) if any such participations
are purchased and all or any portion of the payment giving rise thereto is
recovered, such participations shall be rescinded and the purchase price
restored to the extent of such recovery, without interest, and (ii) the
provisions of this paragraph shall not be construed to apply to any payment made
by Borrower pursuant to and in accordance with the express terms of this
Agreement or any payment obtained by a Lender as consideration for the
assignment of or sale of a participation in any of its Loans or participations
in LC Disbursements or Swingline Loans to any assignee or participant, other
than to Borrower or any of its Subsidiaries or Affiliates (as to which the
provisions of this paragraph shall apply). Each Loan Party consents to the
foregoing and agrees, to the extent it may effectively do so under applicable
law, that any Lender acquiring a participation pursuant to the foregoing
arrangements may exercise against such Loan Party rights of setoff and
counterclaim with respect to such participation as fully as if such Lender were
a direct creditor of such Loan Party in the amount of such participation. If
under applicable bankruptcy, insolvency or any similar law any Secured Party
receives a secured claim in lieu of a setoff or counterclaim to which this
SECTION 2.14(c) applies, such Secured Party shall to the extent practicable,
exercise its rights in respect of such secured claim in a manner consistent with
the rights to which the Secured Party is entitled under this SECTION 2.14(c) to
share in the benefits of the recovery of such secured claim.

          (d)      Unless the Administrative Agent shall have received notice
from Borrower prior to the date on which any payment is due to the
Administrative Agent for the account of the Lenders hereunder that Borrower will
not make such payment, the Administrative Agent may assume that Borrower has
made such payment on such date in accordance herewith and may, in reliance upon
such assumption, distribute to the Lenders the amount due. In such event, if
Borrower has not in fact made such payment, then each of the Lenders severally
agrees to repay to the Administrative Agent forthwith on demand the amount so
distributed to such Lender with interest thereon, for each day from and
including the date such amount is distributed to it to but excluding the date of
payment to the Administrative Agent, at the greater of the Federal Funds
Effective Rate and a rate determined by the Administrative Agent in accordance
with banking industry rules on interbank compensation.

          (e)      If any Lender shall fail to make any payment required to be
made by it pursuant to SECTION 2.02(c), 2.14(d), 2.17(d), 2.18(d), 2.18(e) or
11.03(d), then the Administrative Agent may, in its discretion (notwithstanding
any contrary provision hereof), apply any amounts thereafter received by the
Administrative Agent for the account of such Lender to satisfy such Lender's
obligations under such Sections until all such unsatisfied obligations are fully
paid.

                                      -49-
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          SECTION 2.15    TAXES. (a) Any and all payments by or on account of
any obligation of Borrower hereunder or under any other Loan Document shall be
made without setoff, counterclaim or other defense and free and clear of and
without deduction or withholding for any and all Indemnified Taxes; PROVIDED
that if Borrower shall be required by law to deduct any Indemnified Taxes from
such payments, then (i) the sum payable shall be increased as necessary so that
after making all required deductions (including deductions or withholdings
applicable to additional sums payable under this SECTION 2.15) the
Administrative Agent, any Lender or the Issuing Bank, as the case may be,
receives an amount equal to the sum it would have received had no such
deductions or withholdings been made, (ii) Borrower shall make such deductions
or withholdings and (iii) Borrower shall pay the full amount deducted or
withheld to the relevant Governmental Authority in accordance with applicable
law.

          (b)      In addition, Borrower shall pay any Other Taxes to the
relevant Governmental Authority in accordance with applicable law.

          (c)      Borrower shall indemnify the Administrative Agent, each
Lender and the Issuing Bank, within 10 Business Days after written demand
therefor, for the full amount of any Indemnified Taxes or Other Taxes paid by
the Administrative Agent, such Lender or the Issuing Bank, as the case may be,
on or with respect to any payment by or on account of any obligation of Borrower
hereunder or under any other Loan Document (including Indemnified Taxes or Other
Taxes imposed or asserted on or attributable to amounts payable under this
SECTION 2.15) and any penalties, interest and reasonable expenses arising
therefrom or with respect thereto, whether or not such Indemnified Taxes or
Other Taxes were correctly or legally imposed or asserted by the relevant
Governmental Authority; PROVIDED that if Borrower reasonably believes that such
Taxes were not correctly or legally asserted, the Administrative Agent or such
Lender, as the case may be, will use reasonable efforts to cooperate with
Borrower to obtain a refund of such Taxes. A certificate as to the amount of
such payment or liability delivered to Borrower by a Lender or the Issuing Bank,
or by the Administrative Agent on its own behalf or on behalf of a Lender or the
Issuing Bank, shall be conclusive absent manifest error.

          (d)      As soon as practicable after any payment of Indemnified Taxes
or Other Taxes and in any event within 30 days of any such payment being due by
Borrower to a Governmental Authority, Borrower shall deliver to the
Administrative Agent the original or a certified copy of a receipt issued by
such Governmental Authority evidencing such payment, a copy of the return
reporting such payment or other evidence of such payment reasonably satisfactory
to the Administrative Agent.

          (e)      Any Foreign Lender that is entitled to an exemption from or
reduction of withholding tax under the law of the jurisdiction in which Borrower
is located, or any treaty to which such jurisdiction is a party, with respect to
payments under this Agreement shall deliver to Borrower (with a copy to the
Administrative Agent), on or prior to the Closing Date and at such time or times
prescribed by applicable law, such properly completed and executed documentation
prescribed by applicable law or reasonably requested by Borrower or the
Administrative Agent as will permit such payments to be made without withholding
or at a reduced rate. Each Foreign Lender shall (i) furnish either (a) two
accurate and complete originally executed U.S. Internal Revenue Service Form
W-8BEN (or successor form) or (b) an accurate and complete U.S. Internal Revenue
Service Form W-8ECI (or successor form), certifying, in either case, to such
Foreign Lender's legal entitlement to an exemption or reduction from U.S.
federal withholding tax with respect to all interest payments hereunder, and
(ii) to the extent it may lawfully do so at such times, upon reasonable request
by Borrower or the Administrative Agent, provide a new Form W-8BEN (or successor
form) or Form W-8ECI (or successor form) upon the expiration or obsolescence of
any previously delivered form to reconfirm any complete exemption from, or any
entitlement to a reduction in, U.S. federal withholding tax with respect to any
interest payment hereunder; PROVIDED that

                                      -50-
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any Foreign Lender that is not a "bank" within the meaning of Section
881(c)(3)(A) of the Code shall also furnish a "Non-Bank Certificate" in the form
of EXHIBIT Q if it is furnishing a Form W-8BEN.

          SECTION 2.16    MITIGATION OBLIGATIONS; REPLACEMENT OF LENDERS.

          (a)      MITIGATION OF OBLIGATIONS. If any Lender requests
compensation under SECTION 2.12, or if Borrower is required to pay any
additional amount to any Lender or any Governmental Authority for the account of
any Lender pursuant to SECTION 2.15, then such Lender shall use reasonable
efforts to designate a different lending office for funding or booking its Loans
hereunder or to assign its rights and obligations hereunder to another of its
offices, branches or affiliates or to file any certificate or document
reasonably requested by Borrower, if, in the reasonable judgment of such Lender,
such designation, assignment or filing (i) would eliminate or reduce amounts
payable pursuant to SECTION 2.12 or 2.15, as the case may be, in the future and
(ii) would not subject such Lender to any unreimbursed cost or expense and would
not otherwise be disadvantageous to such Lender. Borrower hereby agrees to pay
all reasonable costs and expenses incurred by any Lender in connection with any
such designation, assignment or filing. A certificate setting forth such costs
and expenses in reasonable detail submitted by such Lender to the Administrative
Agent shall be conclusive absent manifest error.

          (b)      DEFAULTING LENDERS. Anything contained herein to the contrary
notwithstanding, in the event that any Lender (a "DEFAULTING LENDER") defaults
(a "FUNDING DEFAULT") in its obligation to fund any Loan (a "DEFAULTED LOAN") in
accordance with SECTION 2.02, then (i) during any Default Period with respect to
such Defaulting Lender, such Defaulting Lender shall be deemed not to be a
"Lender" for purposes of voting on any matters (including the granting of any
consents or waivers) with respect to any of the Loan Documents, (ii) to the
extent permitted by applicable law during the Default Period (A) any voluntary
prepayment of the Loans pursuant to SECTION 2.10 shall, if Borrower so requests
at the time of making such voluntary prepayment and if the Administrative Agent,
in its sole discretion, consents thereto, be applied to the Loans of other
Lenders as if such Defaulting Lender had no Loans outstanding and the Revolving
Exposure of such Defaulting Lender were zero, and if the Administrative Agent
does not so elect, the portion attributable to the Defaulting Lender shall be
held by the Administrative Agent for the benefit of the Defaulting Lender, and
as security (along with earnings, if any) for its obligations (y) under this
Agreement to the Agents and the Lenders and (z) when all such obligations
(contingent and otherwise) have been satisfied, paid to Borrower, and (B) any
mandatory prepayment of the Revolving Loans pursuant to SECTION 2.10 shall, if
Borrower so requests at the time of making such mandatory prepayments and if the
Administrative Agent, in its sole discretion, consents thereto, be applied to
the Revolving Loans of other Lenders (but not to the Revolving Loans of such
Defaulting Lender) as if such Defaulting Lender had funded all Defaulted Loans
of such Defaulting Lender, it being understood and agreed that, if the
Administrative Agent so elects, Borrower shall be entitled to retain any portion
of any mandatory prepayment of the Loans that is not paid to such Defaulting
Lender solely as a result of the operation of the provisions of this clause (B)
and if the Administrative Agent does not so elect, the portion attributable to
the Defaulting Lender shall be held by Administrative Agent for the benefit of
the Defaulting Lender, and as security (along with earnings, if any) for its
obligations (y) under this Agreement to the Agents and the Lenders and (z) when
all such obligations (contingent and otherwise) have been satisfied, paid to
Borrower, (iii) upon the Administrative agent providing prior written consent,
such Defaulting Lender's Revolving Commitment and outstanding Loans, and such
Defaulting Lender's pro rata share of the LC Disbursements, shall be excluded
for purposes of calculating the Commitment Fee in respect of any day during any
Default Period with respect to such Defaulting Lender, and upon the
Administrative Agent providing prior written consent, such Defaulting Lender
shall not be entitled to receive any Commitment Fee with respect to such
Defaulting Lender's Revolving Commitment in respect of any Defaulted Loan with
respect to such Defaulting Lender and (iv) any portion of the Commitment fee
allocated

                                      -51-
<Page>

to the Defaulting Lender shall be held by Administrative Agent for the benefit
of the Defaulting Lender and as security (along with earnings, if any) for its
obligations owed (y) under this Agreement to the Agents and the Lenders and (z)
when all such obligations (contingent and otherwise) have been satisfied, paid
to Borrower.

          (c)      REPLACEMENT OF LENDERS. If any Lender requests compensation
under SECTION 2.12, or if Borrower is required to pay any additional amount to
any Lender or any Governmental Authority for the account of any Lender pursuant
to SECTION 2.15, or if any Lender is a Defaulting Lender, then Borrower may, at
its sole expense and effort, upon notice to such Lender and the Administrative
Agent, require such Lender to assign and delegate, without recourse (in
accordance with and subject to the restrictions contained in SECTION 11.04), all
of its interests, rights and obligations under this Agreement to an assignee
selected by Borrower that shall assume such obligations (which assignee may be
another Lender, if a Lender accepts such assignment); PROVIDED that (i) Borrower
shall have received the prior written consent of the Administrative Agent (and,
if a Revolving Commitment is being assigned, the Issuing Bank and Swingline
Lender), which consents shall not unreasonably be withheld, (ii) such Lender
shall have received payment of an amount equal to the outstanding principal of
its Loans and participations in LC Disbursements and Swingline Loans, accrued
interest thereon, accrued fees and all other amounts payable to it hereunder
(assuming for this purpose that the Loans of such Lender were being prepaid)
from the assignee (to the extent of such outstanding principal and accrued
interest and fees) or Borrower (in the case of all other amounts) and (iii) in
the case of any such assignment resulting from a claim for compensation under
SECTION 2.12 or payments required to be made pursuant to SECTION 2.15, such
assignment will result in a material reduction in such compensation or payments.
A Lender shall not be required to make any such assignment and delegation if,
prior thereto, as a result of a waiver by such Lender or otherwise, the
circumstances entitling Borrower to require such assignment and delegation cease
to apply.

          SECTION 2.17    SWINGLINE LOANS.

          (a)      SWINGLINE COMMITMENT. Subject to the terms and conditions set
forth herein, the Swingline Lender agrees to make Swingline Loans to Borrower
from time to time during the Revolving Availability Period, in an aggregate
principal amount at any time outstanding that will not result in (i) the
aggregate principal amount of outstanding Swingline Loans exceeding $5,000,000
or (ii) the sum of the total Revolving Exposures exceeding the total Revolving
Commitments; PROVIDED that the Swingline Lender shall not be required to make a
Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing
limits and subject to the terms and conditions set forth herein, Borrower may
borrow, repay and reborrow Swingline Loans.

          (b)      SWINGLINE LOANS. To request a Swingline Loan, Borrower shall
irrevocably notify the Administrative Agent and the Swingline Lender by means of
telephonic or electronic communication (and then promptly confirm by hand
delivery or telecopy of a duly completed and executed Borrowing Request), not
later than 2:00 p.m., New York City time, on the day of a proposed Swingline
Loan. Each such notice and each such Borrowing Request shall specify the
requested date (which shall be a Business Day) and the amount of the requested
Swingline Loan. Each Swingline Loan shall be an ABR Loan. The Swingline Lender
shall make each Swingline Loan available to Borrower by means of a credit to the
general deposit account of Borrower with the Swingline Lender (or, in the case
of a Swingline Loan made to finance the reimbursement of an LC Disbursement as
provided in SECTION 2.18(e), by remittance to the Issuing Bank) by 3:00 p.m.,
New York City time, on the requested date of such Swingline Loan. Borrower shall
not request a Swingline Loan if at the time of or immediately after giving
effect to the Extension of Credit contemplated by such request a Default has
occurred and is continuing or would result

                                      -52-
<Page>

therefrom. Swingline Loans shall be made in minimum amounts of $200,000 and
integral multiples of $100,000 above such amount.

          (c)      PREPAYMENT. Borrower shall have the right at any time and
from time to time to repay any Swingline Loan, in whole or in part, upon giving
written notice to the Swingline Lender and the Administrative Agent before 12:00
(noon), New York City time, on the proposed date of repayment. All such payments
shall be made to the Swingline Lender at its offices at 677 Washington
Boulevard, Stamford, Connecticut.

          (d)      PARTICIPATIONS. The Swingline Lender may at any time in its
discretion by written notice given to the Administrative Agent (PROVIDED such
notice requirement shall not apply if the Swingline Lender and the
Administrative Agent are the same entity) not later than 11:00 A.M., New York
City time, on the next succeeding Business Day following such notice require the
Revolving Lenders to acquire participations on such Business Day in all or a
portion of the Swingline Loans then outstanding. Such notice shall specify the
aggregate amount of Swingline Loans in which Revolving Lenders will participate.
Promptly upon receipt of such notice, the Administrative Agent will give written
notice thereof to each Revolving Lender, specifying in such notice such Lender's
Pro Rata Percentage of such Swingline Loan or Loans. Each Revolving Lender
hereby absolutely and unconditionally agrees, upon receipt of notice as provided
above, to pay to the Administrative Agent, for the account of the Swingline
Lender, such Lender's Pro Rata Percentage of such Swingline Loan or Loans. Each
Revolving Lender acknowledges and agrees that its obligation to acquire
participations in Swingline Loans pursuant to this paragraph is absolute and
unconditional and shall not be affected by any circumstance whatsoever,
including the occurrence and continuance of a Default or reduction or
termination of the Commitments, and that each such payment shall be made without
any offset, abatement, withholding or reduction whatsoever (so long as such
payment shall not cause such Lender's Revolving Exposure to exceed such Lender's
Revolving Commitment). Each Revolving Lender shall comply with its obligation
under this paragraph by wire transfer of immediately available funds, in the
same manner as provided in SECTION 2.02(c) with respect to Loans made by such
Lender (and SECTION 2.02 shall apply, MUTATIS MUTANDIS, to the payment
obligations of the Revolving Lenders), and the Administrative Agent shall
promptly pay to the Swingline Lender the amounts so received by it from the
Revolving Lenders. The Administrative Agent shall notify Borrower of any
participations in any Swingline Loan acquired by the Revolving Lenders pursuant
to this paragraph, and thereafter payments in respect of such Swingline Loan
shall be made to the Administrative Agent and not to the Swingline Lender. Any
amounts received by the Swingline Lender from Borrower (or other party on behalf
of Borrower) in respect of a Swingline Loan after receipt by the Swingline
Lender of the proceeds of a sale of participations therein shall be promptly
remitted to the Administrative Agent. Any such amounts received by the
Administrative Agent shall be promptly remitted by the Administrative Agent to
the Revolving Lenders that shall have made their payments pursuant to this
paragraph, as their interests may appear. The purchase of participations in a
Swingline Loan pursuant to this paragraph shall not relieve Borrower of any
default in the payment thereof.

          SECTION 2.18    LETTERS OF CREDIT.

          (a)      GENERAL. Subject to the terms and conditions set forth
herein, Borrower may request the Issuing Bank, and the Issuing Bank agrees, to
issue Letters of Credit for its own account or the account of a Subsidiary in a
form reasonably acceptable to the Administrative Agent and the Issuing Bank, at
any time and from time to time during the Revolving Availability Period
(PROVIDED that Borrower shall be a co-applicant, and be jointly and severally
liable, with respect to each Letter of Credit issued for the account of a
Subsidiary). The Issuing Bank shall have no obligation to issue, and Borrower
shall not request the issuance of, any Letter of Credit at any time if after
giving effect to such issuance,

                                      -53-
<Page>

the LC Exposure would exceed the LC Commitment or the total Revolving Exposure
would exceed the total Revolving Commitments. In the event of any inconsistency
between the terms and conditions of this Agreement and the terms and conditions
of any form of letter of credit application or other agreement submitted by
Borrower to, or entered into by Borrower with, the Issuing Bank relating to any
Letter of Credit, the terms and conditions of this Agreement shall control. The
Existing Letters of Credit shall be deemed to be Letters of Credit issued
hereunder.

          (b)      REQUEST FOR ISSUANCE, AMENDMENT, RENEWAL, EXTENSION; CERTAIN
CONDITIONS. To request the issuance of a Letter of Credit or the amendment,
renewal or extension of an outstanding Letter of Credit, Borrower shall hand
deliver or telecopy (or transmit by electronic communication, if arrangements
for doing so have been approved by the Issuing Bank) an LC Request to the
Issuing Bank and the Administrative Agent not later than 12:00 (noon) on the
third Business Day preceding the requested date of issuance, amendment, renewal
or extension (or such later date and time as is acceptable to the Issuing Bank).

          A request for an initial issuance of a Letter of Credit shall specify
in form and detail satisfactory to the Issuing Bank:

          (i)      the proposed issuance date of the requested Letter of Credit
     (which shall be a Business Day);

          (ii)     the amount thereof;

          (iii)    the expiry date thereof (which shall not be later than the
     close of business on the Letter of Credit Expiration Date);

          (iv)     the name and address of the beneficiary thereof;

          (v)      whether the Letter of Credit is to be issued for its own
     account or for the account of one of its Subsidiaries (PROVIDED that
     Borrower shall be a co-applicant, and therefore jointly and severally
     liable, with respect to each Letter of Credit issued for the account of a
     Subsidiary);

          (vi)     the documents to be presented by such beneficiary in
     connection with any drawing thereunder;

          (vii)    the full text of any certificate to be presented by such
     beneficiary in connection with any drawing thereunder; and

          (viii)   such other matters as the Issuing Bank may require.

          A request for an amendment, renewal or extension of any outstanding
Letter of Credit shall specify in form and detail satisfactory to the Issuing
Bank:

          (i)      the Letter of Credit to be amended, renewed or extended;

          (ii)     the proposed date of amendment, renewal or extension thereof
     (which shall be a Business Day), and, in the case of an extension thereof,
     the extended expiry date thereof (which shall be no later than the close of
     business on the Letter of Credit Expiration Date);

          (iii)    the nature of the proposed amendment, renewal or extension;
     and

                                      -54-
<Page>

          (iv)     such other matters as the Issuing Bank may require.

If requested by the Issuing Bank, Borrower also shall submit a letter of credit
application on the Issuing Bank's standard form in connection with any request
for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or
extended only if (and, upon issuance, amendment, renewal or extension of each
Letter of Credit, Borrower shall be deemed to represent and warrant that), after
giving effect to such issuance, amendment, renewal or extension, (i) the LC
Exposure shall not exceed the LC Commitment and (ii) the total Revolving
Exposures shall not exceed the total Revolving Commitments. Unless the Issuing
Bank shall agree otherwise, no Letter of Credit shall be in an initial amount
less than $100,000, in the case of a Commercial Letter of Credit, or $500,000,
in the case of a Standby Letter of Credit.

          (c)      EXPIRATION DATE. Each Letter of Credit shall expire at or
prior to the close of business on the earlier of (i) the date which is one year
after the date of the issuance of such Letter of Credit (or, in the case of any
renewal or extension thereof, one year after such renewal or extension) and (ii)
the Letter of Credit Expiration Date.

          (d)      PARTICIPATIONS. By the issuance of a Letter of Credit (or an
amendment to a Letter of Credit increasing the amount thereof) and without any
further action on the part of the Issuing Bank or the Lenders, the Issuing Bank
hereby irrevocably grants to each Revolving Lender, and each Revolving Lender
hereby acquires from the Issuing Bank, a participation in such Letter of Credit
equal to such Revolving Lender's Pro Rata Percentage of the aggregate amount
available to be drawn under such Letter of Credit. In consideration and in
furtherance of the foregoing, each Revolving Lender hereby absolutely and
unconditionally agrees to pay to the Administrative Agent, for the account of
the Issuing Bank, such Revolving Lender's Pro Rata Percentage of each LC
Disbursement made by the Issuing Bank and not reimbursed by Borrower on the date
due as provided in SECTION 2.18(e), or of any reimbursement payment required to
be refunded to Borrower for any reason. Each Revolving Lender acknowledges and
agrees that its obligation to acquire participations pursuant to this paragraph
in respect of Letters of Credit is absolute and unconditional and shall not be
affected by any circumstance whatsoever, including any amendment, renewal or
extension of any Letter of Credit or the occurrence and continuance of a Default
or reduction or termination of the Commitments, and that each such payment shall
be made without any offset, abatement, withholding or reduction whatsoever.

          (e)      REIMBURSEMENT. (i) If the Issuing Bank shall make any LC
Disbursement in respect of a Letter of Credit, Borrower shall reimburse such LC
Disbursement by paying to the Issuing Bank an amount equal to such LC
Disbursement not later than 2:00 p.m., New York City time, on the date that such
LC Disbursement is made if Borrower shall have received notice of such LC
Disbursement prior to 11:00 a.m., New York City time, on such date, or, if such
notice has not been received by Borrower prior to such time on such date, then
not later than 2:00 p.m., New York City time, on the Business Day immediately
following the day that Borrower receives such notice; PROVIDED that Borrower
may, subject to the conditions to borrowing set forth herein, request in
accordance with SECTION 2.03 that such payment be financed with ABR Revolving
Loans in an equivalent amount and, to the extent so financed, Borrower's
obligation to make such payment shall be discharged and replaced by the
resulting ABR Revolving Loans.

          (ii)     If Borrower fails to make such payment when due, the Issuing
Bank shall notify the Administrative Agent and the Administrative Agent shall
notify each Revolving Lender in writing of the applicable LC Disbursement, the
payment then due from Borrower in respect thereof and such Revolving Lender's
Pro Rata Percentage thereof. Each Revolving Lender shall pay by wire transfer of
immediately available funds to the Administrative Agent not later than 3:00
p.m., New York City time, on

                                      -55-
<Page>

such date (or, if such Revolving Lender shall have received such notice later
than 12:00 (noon), New York City time, on any day, not later than 11:00 a.m.,
New York City time, on the immediately following Business Day), an amount equal
to such Revolving Lender's Pro Rata Percentage of the unreimbursed LC
Disbursement in the same manner as provided in SECTION 2.02(c) with respect to
Revolving Loans made by such Revolving Lender, and the Administrative Agent will
promptly pay to the Issuing Bank the amounts so received by it from the
Revolving Lenders. The Administrative Agent will promptly pay to the Issuing
Bank any amounts received by it from Borrower pursuant to the above paragraph
prior to the time that any Revolving Lender makes any payment pursuant to the
preceding sentence and any such amounts received by the Administrative Agent
from Borrower thereafter will be promptly remitted by the Administrative Agent
to the Revolving Lenders that shall have made such payments and to the Issuing
Bank, as appropriate.

          (iii)    If any Revolving Lender shall not have made its Pro Rata
Percentage of such LC Disbursement available to the Administrative Agent as
provided above, each of such Revolving Lender and Borrower severally agrees to
pay interest on such amount, for each day from and including the date such
amount is required to be paid in accordance with the foregoing to but excluding
the date such amount is paid, to the Administrative Agent for the account of the
Issuing Bank at (i) in the case of Borrower, the rate per annum set forth in
SECTION 2.18(h) and (ii) in the case of such Lender, at a rate determined by the
Administrative Agent in accordance with banking industry rules or practices on
interbank compensation.

          (f)      OBLIGATIONS ABSOLUTE. The Reimbursement Obligation of
Borrower as provided in SECTION 2.18(e) shall be absolute, unconditional and
irrevocable, and shall be paid and performed strictly in accordance with the
terms of this Agreement under any and all circumstances whatsoever and
irrespective of (i) any lack of validity or enforceability of any Letter of
Credit or this Agreement, or any term or provision therein; (ii) any draft or
other document presented under a Letter of Credit being proved to be forged,
fraudulent, invalid or insufficient in any respect or any statement therein
being untrue or inaccurate in any respect; (iii) payment by the Issuing Bank
under a Letter of Credit against presentation of a draft or other document that
fails to comply with the terms of such Letter of Credit; (iv) any other event or
circumstance whatsoever, whether or not similar to any of the foregoing, that
might, but for the provisions of this SECTION 2.18, constitute a legal or
equitable discharge of, or provide a right of setoff against, the obligations of
Borrower hereunder; (v) the fact that a Default shall have occurred and be
continuing; or (vi) any material adverse change in the business, property,
results of operations, prospects or condition, financial or otherwise, of
Borrower and its Subsidiaries. None of the Agents, the Lenders, the Issuing Bank
or any of their Affiliates shall have any liability or responsibility by reason
of or in connection with the issuance or transfer of any Letter of Credit or any
payment or failure to make any payment thereunder (irrespective of any of the
circumstances referred to in the preceding sentence), or any error, omission,
interruption, loss or delay in transmission or delivery of any draft, notice or
other communication under or relating to any Letter of Credit (including any
document required to make a drawing thereunder), any error in interpretation of
technical terms or any consequence arising from causes beyond the control of the
Issuing Bank; PROVIDED that nothing in this paragraph shall be construed to
excuse the Issuing Bank from liability to Borrower to the extent of any direct
damages (as opposed to consequential damages, claims in respect of which are
hereby waived by Borrower to the extent permitted by applicable law) suffered by
Borrower that are caused by the Issuing Bank's failure to exercise care when
determining whether drafts and other documents presented under a Letter of
Credit comply with the terms thereof. The parties hereto expressly agree that,
in the absence of gross negligence or willful misconduct on the part of the
Issuing Bank (as finally determined by a court of competent jurisdiction), the
Issuing Bank shall be deemed to have exercised care in each such determination.
In furtherance of the foregoing and without limiting the generality thereof, the
parties agree that, with respect to documents presented which appear on their
face

                                      -56-
<Page>

to be in substantial compliance with the terms of a Letter of Credit, the
Issuing Bank may, in its sole discretion, either accept and make payment upon
such documents without responsibility for further investigation, regardless of
any notice or information to the contrary, or refuse to accept and make payment
upon such documents if such documents are not in strict compliance with the
terms of such Letter of Credit.

          (g)      DISBURSEMENT PROCEDURES. The Issuing Bank shall, promptly
following its receipt thereof, examine all documents purporting to represent a
demand for payment under a Letter of Credit. The Issuing Bank shall promptly
give written notice to the Administrative Agent and Borrower of such demand for
payment and whether the Issuing Bank has made or will make an LC Disbursement
thereunder; PROVIDED that any failure to give or delay in giving such notice
shall not relieve Borrower of its Reimbursement Obligation to the Issuing Bank
and the Revolving Lenders with respect to any such LC Disbursement (other than
with respect to the timing of such Reimbursement Obligation set forth in SECTION
2.18(e)).

          (h)      INTERIM INTEREST. If the Issuing Bank shall make any LC
Disbursement, then, unless Borrower shall reimburse such LC Disbursement in full
on the date such LC Disbursement is made, the unpaid amount thereof shall bear
interest payable on demand, for each day from and including the date such LC
Disbursement is made to but excluding the date that Borrower reimburses such LC
Disbursement, at the rate per annum determined pursuant to SECTION 2.06(c).
Interest accrued pursuant to this paragraph shall be for the account of the
Issuing Bank, except that interest accrued on and after the date of payment by
any Revolving Lender pursuant to SECTION 2.18(e) to reimburse the Issuing Bank
shall be for the account of such Lender to the extent of such payment.

          (i)      CASH COLLATERALIZATION.

          (i)      The Collateral Agent is hereby authorized to establish and
     maintain at its office at 677 Washington Boulevard, Stamford, Connecticut
     06901, in the name of the Collateral Agent and pursuant to a Control
     Agreement, a restricted deposit account designated "Gundle/SLT
     Environmental, Inc. LC Account." The balance from time to time in the LC
     Account shall constitute part of the Collateral and shall not constitute
     payment of the Obligations until applied as hereinafter provided. So long
     as no Event of Default has occurred and is continuing or will result
     therefrom, the Collateral Agent shall within two Business Days of receiving
     a request of the applicable Loan Party for release of cash proceeds, remit
     such Net Cash Proceeds on deposit in the LC Account to or upon the order of
     such Loan Party (x) at such time as all Letters of Credit shall have been
     terminated and all of the liabilities in respect of the Letters of Credit
     have been paid in full or (y) otherwise in accordance with this SECTION
     2.18(i). The Loan Parties shall have no right to withdraw, transfer or
     otherwise receive any funds deposited in the LC Account except to the
     extent specifically provided herein.

          (ii)     If any Event of Default shall occur and be continuing, on the
     Business Day that Borrower receives notice from the Administrative Agent or
     the Required Lenders (or, if the maturity of the Loans has been
     accelerated, Revolving Lenders with LC Exposure representing greater than
     50% of the total LC Exposure) demanding the deposit of cash collateral
     pursuant to this paragraph, Borrower shall deposit in the LC Account, in
     the name of the Collateral Agent and for the benefit of the Revolving
     Lenders, an amount in cash equal to the LC Exposure as of such date plus
     any accrued and unpaid interest thereon; PROVIDED that the obligation to
     deposit such cash collateral shall become effective immediately, and such
     deposit shall become immediately due and payable, without demand or other
     notice of any kind, upon the occurrence of any Event

                                      -57-
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     of Default with respect to Borrower described in paragraph (g) or (h) of
     ARTICLE VIII. Funds in the LC Account shall be applied by the Collateral
     Agent to reimburse the Issuing Bank for LC Disbursements for which it has
     not been reimbursed and, to the extent not so applied, shall be held for
     the satisfaction of outstanding Reimbursement Obligations or, if the
     maturity of the Loans has been accelerated (but subject to the consent of
     Revolving Lenders with LC Exposure representing greater than 50% of the
     total LC Exposure), be applied to satisfy other Obligations of Borrower
     under this Agreement. If Borrower is required to provide an amount of cash
     collateral hereunder as a result of the occurrence of an Event of Default,
     such amount PLUS any accrued interest or realized profits with respect to
     such amounts (to the extent not applied as aforesaid) shall be returned to
     Borrower within three Business Days after all Events of Default have been
     cured or waived.

          (iii)    Amounts on deposit in the LC Account shall be invested and
     reinvested from time to time in Cash Equivalents as the applicable Loan
     Party (or, after the occurrence and during the continuance of an Event of
     Default, the Collateral Agent) shall determine by written instruction to
     the Collateral Agent, or if no such instructions are given, then as the
     Collateral Agent, in its sole discretion, shall determine, which Cash
     Equivalents shall be held in the name and be under the control of the
     Collateral Agent (or any sub-agent); PROVIDED that at any time after the
     occurrence and during the continuance of an Event of Default, the
     Collateral Agent may (and, if instructed by the Required Lenders as
     specified herein, shall) in its (or their) discretion at any time and from
     time to time elect to liquidate any such Cash Equivalents and to apply or
     cause to be applied the proceeds thereof to the payment of the Obligations
     in the manner specified in this SECTION 2.18(i).

          (j)      ADDITIONAL ISSUING BANKS. Borrower may, at any time and from
time to time, designate one or more additional Revolving Lenders to act as an
issuing bank under the terms of this Agreement, with the consent of the
Administrative Agent (which consent shall not be unreasonably withheld), the
Issuing Bank and such Revolving Lender(s). Any Lender designated as an issuing
bank pursuant to this paragraph (j) shall be deemed (in addition to being a
Revolving Lender) to be the Issuing Bank with respect to Letters of Credit
issued or to be issued by such Revolving Lender, and all references herein and
in the other Loan Documents to the term "Issuing Bank" shall, with respect to
such Letters of Credit, be deemed to refer to such Revolving Lender in its
capacity as Issuing Bank, as the context shall require.

          (k)      RESIGNATION OR REMOVAL OF THE ISSUING BANK. The Issuing Bank
may resign as Issuing Bank hereunder at any time upon at least 30 days' prior
notice to the Lenders, the Administrative Agent and Borrower. The Issuing Bank
may be replaced at any time by written agreement among Borrower, each Agent, the
replaced Issuing Bank and the successor Issuing Bank. The Administrative Agent
shall notify the Lenders of any such replacement of the Issuing Bank or any such
additional Issuing Bank. At the time any such resignation or replacement shall
become effective, Borrower shall pay all unpaid fees accrued for the account of
the replaced Issuing Bank pursuant to SECTION 2.05(c). From and after the
effective date of any such resignation or replacement or addition, as
applicable, (i) the successor or additional Issuing Bank shall have all the
rights and obligations of the Issuing Bank under this Agreement with respect to
Letters of Credit to be issued by it thereafter and (ii) references herein to
the term "Issuing Bank" shall be deemed to refer to such successor or such
addition or to any previous Issuing Bank, or to such successor or such addition
and all previous Issuing Banks, as the context shall require. After the
resignation or replacement of an Issuing Bank hereunder, the replaced Issuing
Bank shall remain a party hereto and shall continue to have all the rights and
obligations of an Issuing Bank under this Agreement with respect to Letters of
Credit issued by it prior to such resignation or replacement, but shall not be
re-

                                      -58-
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quired to issue additional Letters of Credit. If at any time there is more than
one Issuing Bank hereunder, Borrower may, in its discretion, select which
Issuing Bank is to issue any particular Letter of Credit.

          (l)      OTHER. The Issuing Bank shall be under no obligation to issue
any Letter of Credit if

          (i)      any order, judgment or decree of any Governmental Authority
     or arbitrator shall by its terms purport to enjoin or restrain the Issuing
     Bank from issuing such Letter of Credit, or any law applicable to the
     Issuing Bank or any request or directive (whether or not having the force
     of law) from any Governmental Authority with jurisdiction over the Issuing
     Bank shall prohibit, or request that the Issuing Bank refrain from, the
     issuance of letters of credit generally or such Letter of Credit in
     particular or shall impose upon the Issuing Bank with respect to such
     Letter of Credit any restriction, reserve or capital requirement (for which
     the Issuing Bank is not otherwise compensated hereunder) not in effect on
     the Closing Date, or shall impose upon the Issuing Bank any unreimbursed
     loss, cost or expense which was not applicable on the Closing Date and
     which the Issuing Bank in good faith deems material to it; or

          (ii)     the issuance of such Letter of Credit would violate one or
     more policies of the Issuing Bank.

The Issuing Bank shall be under no obligation to amend any Letter of Credit if
(A) the Issuing Bank would have no obligation at such time to issue such Letter
of Credit in its amended form under the terms hereof, or (B) the beneficiary of
such Letter of Credit does not accept the proposed amendment to such Letter of
Credit.

                                   ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

          Each Loan Party represents and warrants to the Administrative Agent,
the Collateral Agent, the Issuing Bank and each of the Lenders (with references
to the Companies being references thereto after giving effect to the
Transactions unless otherwise expressly stated) that:

          SECTION 3.01    ORGANIZATION; POWERS. Each Company (a) is duly
organized and validly existing under the laws of the jurisdiction of its
organization, (b) has all requisite power and authority to carry on its business
as now conducted and to own and lease its property and (c) is qualified and in
good standing (to the extent such concept is applicable in the applicable
jurisdiction) to do business in every jurisdiction where such qualification is
required, except in such jurisdictions where the failure to so qualify or be in
good standing, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect. There is no existing default
under any Organizational Document of any Company or any event which, with the
giving of notice or passage of time or both, would constitute a default by any
party thereunder, other than immaterial defaults relating to corporate
governance.

          SECTION 3.02    AUTHORIZATION; ENFORCEABILITY. The Transactions to be
entered into by each Loan Party are within such Loan Party's powers and have
been duly authorized by all necessary action on the part of such Loan Party.
This Agreement has been duly executed and delivered by each Loan Party and
constitutes, and each other Loan Document to which any Loan Party is to be a
party, when executed and delivered by such Loan Party, will constitute, a legal,
valid and binding obligation of such Loan Party, enforceable in accordance with
its terms, subject to applicable bankruptcy, insolvency,

                                      -59-
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reorganization, moratorium or other laws affecting creditors' rights generally
and subject to general principles of equity, regardless of whether considered in
a proceeding in equity or at law.

          SECTION 3.03    NO CONFLICTS. Except as set forth on SCHEDULE 3.03,
the Transactions (a) do not require any consent or approval of, registration or
filing with, or any other action by, any Governmental Authority, except (i) such
as have been obtained or made and are in full force and effect, (ii) filings
necessary to perfect Liens created by the Loan Documents and (iii) consents,
approvals, registrations, filings, permits or actions the failure to obtain or
perform which could not reasonably be expected to result in a Material Adverse
Effect, (b) will not violate the Organizational Documents of any Company or any
judgment, decree or order of any Governmental Authority, (c) will not violate or
result in a default or require any consent or approval under any indenture,
agreement, Organizational Document or other instrument binding upon any Company
or its property, or give rise to a right thereunder to require any payment to be
made by any Company, except for violations, defaults or the creation of such
rights that could not reasonably be expected to result in a Material Adverse
Effect, and (d) will not result in the creation or imposition of any Lien on any
property of any Company, except Liens created by the Loan Documents and
Permitted Liens.

          SECTION 3.04    FINANCIAL STATEMENTS; PROJECTIONS. (a) Borrower has
heretofore delivered to the Lenders the consolidated balance sheets and related
statements of income, stockholders' equity and cash flows of Borrower (i) as of
and for the fiscal years ended December 31, 2001, December 31, 2002 and December
31, 2003, audited by and accompanied by the unqualified opinion of Ernst & Young
LLP, independent public accountants, and (ii) as of and for the three-month
period ended March 31, 2004 and for the comparable period of the preceding
fiscal year, in each case, certified by the chief financial officer of Borrower.
Such financial statements and all financial statements delivered pursuant to
SECTIONS 5.01(a), (b) and (c) have been prepared in accordance with GAAP and
present fairly and accurately in all material respects the financial condition
and results of operations and cash flows of Borrower as of the dates and for the
periods to which they relate. Except as set forth in such financial statements
and the Schedules to this Agreement, as of the Closing Date, there are no
liabilities of any Company of any kind, whether accrued, contingent, absolute,
determined, determinable or otherwise, which could reasonably be expected to
result in a Material Adverse Effect, and there is no existing condition,
situation or set of circumstances which could reasonably be expected to result
in such a liability, other than liabilities under the Loan Documents and the
Senior Note Documents.

          (b)      Borrower has heretofore delivered to the Lenders Borrower's
unaudited PRO FORMA consolidated balance sheet and statements of income and cash
flows, PRO FORMA EBITDA and other operating data for the fiscal year ended
December 31, 2003, and as of and for the three-month period ended March 31,
2004, in each case after giving effect to the Transactions as if they had
occurred on such date in the case of the balance sheet and as of the beginning
of all periods presented in the case of the statements of income and cash flows.
Such PRO FORMA financial statements have been prepared in good faith by the Loan
Parties, based on the assumptions stated therein (which assumptions were
believed by the Loan Parties on the date made to be reasonable), accurately
reflect all adjustments required to be made to give effect to the Transactions,
and in accordance with Regulation S-X, and present fairly the PRO FORMA
consolidated financial position and results of operations of Borrower as of such
date and for such periods, assuming that the Transactions had occurred at such
dates.

          (c)      The forecasts of financial performance of Borrower and its
subsidiaries furnished to the Lenders have been prepared in good faith by
Borrower and based on assumptions believed by Borrower to be reasonable when
made, it being recognized by Lenders, however, that projections as to future

                                      -60-
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events are not to be viewed as facts and that the actual results during the
period or periods covered by said projections probably will differ from the
projected results and that the differences may be material.

          (d)      Since December 31, 2003, there has been no event, change,
circumstance or occurrence that, individually or in the aggregate, has had or
could reasonably be expected to result in a Material Adverse Effect.

          SECTION 3.05    PROPERTIES. (a) Except as set forth on SCHEDULE
3.05(a), each Company has good title to, or valid leasehold interests in, all
its property material to its business, free and clear of all Liens except for
Permitted Liens and minor irregularities or deficiencies in title that,
individually or in the aggregate, do not interfere with its ability to conduct
its business as currently conducted or to utilize such property for its intended
purpose. The property of the Companies, taken as a whole, (i) is in good
operating order, condition and repair (ordinary wear and tear and casualty
excepted), except to the extent that the failure to be in such condition could
not reasonably be expected to result in a Material Adverse Effect, and (ii)
constitutes all the property which is required for the business and operations
of the Companies as presently conducted.

          (b)      As of the Closing Date, SCHEDULE 3.05(b) contains a true and
complete list of each parcel of Real Property (i) owned by any Company as of the
date hereof and (ii) leased, subleased or otherwise occupied or utilized by any
Company, as lessee, sublessee, franchisee or licensee, as of the date hereof and
whether such lease, sublease or other instrument requires the consent of the
landlord thereunder or other parties thereto to the Transactions.

          (c)      No Company has received any written notice of, nor has any
knowledge of, the occurrence or pendency or contemplation of any Casualty Event
affecting all or any portion of its property. No Mortgage encumbers improved
Real Property that is located in an area that has been identified by the
Secretary of Housing and Urban Development as an area having special flood
hazards within the meaning of the National Flood Insurance Act of 1968 unless
flood insurance available under such Act has been obtained in accordance with
SECTION 5.04.

          (d)      Each Company owns or has rights to use all of the Collateral
and all rights with respect to any of the foregoing necessary for or material to
each Company's business as currently conducted. The use by each Company of such
Collateral and all such rights with respect to the foregoing do not infringe on
the rights of any person other than such infringement which could not,
individually or in the aggregate, reasonably be expected to result in a Material
Adverse Effect. To each Company's knowledge, no written claim has been made and
remains outstanding that any Company's use of any Collateral does or may violate
the rights of any third party that could, individually or in the aggregate,
reasonably be expected to result in a Material Adverse Effect.

          SECTION 3.06    INTELLECTUAL PROPERTY.

          (a)      OWNERSHIP/NO CLAIMS. Each Loan Party owns, or is licensed to
use, all patents, patent applications, trademarks, trade names, servicemarks,
copyrights, technology, trade secrets, proprietary information, domain names,
know-how and processes necessary for the conduct of its business as currently
conducted (the "INTELLECTUAL PROPERTY"), except for those the failure to own or
license which, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect. To each Company's knowledge, no
written claim has been asserted and is pending by any person challenging or
questioning the use of any such Intellectual Property or the validity or
effectiveness of any such Intellectual Property, nor does any Loan Party know of
any valid basis for any such claim, except for

                                      -61-
<Page>

such claims which individually, or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect, or as disclosed on SCHEDULE
3.06(a). To each Company's knowledge, the use of such Intellectual Property by
each Loan Party does not infringe the rights of any person, except for such
claims and infringements that, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect.

          (b)      REGISTRATIONS. Except pursuant to licenses and other user
agreements that are listed in SCHEDULES 13(a) and 13(b) to the Perfection
Certificate and to the extent that such could not reasonably be expected to
result in a Material Adverse Effect, on and as of the date hereof (i) each Loan
Party owns and possesses the right to use, and has done nothing to authorize or
enable any other person to use, any Copyright, Patent or Trademark (as such
terms are defined in the Security Agreement) listed in SCHEDULES 13(a) and 13(b)
to the Perfection Certificate and (ii) all registrations listed in SCHEDULES
13(a) and 13(b) to the Perfection Certificate are valid and in full force and
effect.

          (c)      NO VIOLATIONS OR PROCEEDINGS. To each Loan Party's knowledge,
on and as of the date hereof, (i) there is no material violation by others of
any right of such Loan Party with respect to any Copyright, Patent or Trademark
(as such terms are defined in the Security Agreement) listed in SCHEDULES 13(a)
and 13(b) to the Perfection Certificate, respectively, pledged by it under the
name of such Loan Party, (ii) such Loan Party is not infringing upon any
copyright, patent or trademark of any other person other than such infringement
that, individually or in the aggregate, could not reasonably be expected to
result in a Material Adverse Effect, and (iii) no proceedings have been
instituted or are pending against such Loan Party or threatened, and no claim
against such Loan Party has been received by such Loan Party, alleging any such
violation, except as may be set forth in SCHEDULE 3.06(c).

          SECTION 3.07    EQUITY INTERESTS AND SUBSIDIARIES. (a) SCHEDULE
3.07(a) sets forth a list of (i) all the Subsidiaries of Holdings and their
jurisdiction of organization as of the Closing Date and (ii) the number of each
class of its Equity Interests authorized, and the number outstanding, on the
Closing Date and the number of shares covered by all outstanding options,
warrants, rights of conversion or purchase and similar rights at the Closing
Date. All Equity Interests of each Company are duly and validly issued and are
fully paid and non-assessable, and, other than the Equity Interests of Borrower,
are owned by Borrower, directly or indirectly through Wholly Owned Subsidiaries,
except as set forth on SCHEDULE 3.07(a). All Equity Interests of Borrower are
owned directly by Holdings. Each Loan Party is the record and beneficial owner
of, and has good and marketable title to, the Equity Interests pledged by it
under the Security Documents, free of any and all Liens, rights or claims of
other persons, except the security interest created by the Security Documents
and Liens permitted under SECTION 6.02(a) and (e), and there are no outstanding
warrants, options or other rights to purchase, or shareholder, voting trust or
similar agreements outstanding with respect to, or property that is convertible
into, or that requires the issuance or sale of, any such Equity Interests,
except as set forth on SCHEDULE 3.07(a).

          (b)      No consent of any person including any other general or
limited partner, any other member of a limited liability company, any other
shareholder or any other trust beneficiary is necessary or reasonably necessary
(from the perspective of a secured party) in connection with the creation,
perfection or first priority status of the security interest of the Collateral
Agent in any Equity Interests pledged to the Collateral Agent for the benefit of
the Secured Parties under the Security Documents or the exercise by the
Collateral Agent of the voting or other rights provided for in the Security
Documents or the exercise of remedies in respect thereof.

                                      -62-
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          (c)      An accurate organization chart, showing the ownership
structure of Holdings, Borrower and each Subsidiary on the Closing Date, and
after giving effect to the Transactions, is set forth on SCHEDULE 3.07(c).

          SECTION 3.08    LITIGATION; COMPLIANCE WITH LAWS. (a) Except as set
forth on SCHEDULE 3.08(a), there are no actions, suits or proceedings at law or
in equity by or before any Governmental Authority now pending or, to the
knowledge of any Company, threatened against or affecting any Company or any
business, property or rights of any Company (i) that involve any Loan Document
or any of the Transactions or (ii) as to which there is a reasonable possibility
of an adverse determination and that, if adversely determined, could reasonably
be expected, individually or in the aggregate, to result in a Material Adverse
Effect.

          (b)      Except for matters covered by SECTION 3.18, no Company or any
of its property (i) is in violation of, nor will the continued operation of its
property as currently conducted violate, any Requirements of Law (including any
zoning or building ordinance, code or approval or any building permits) or any
restrictions of record or agreements affecting any Company's Real Property or
(ii) is in default with respect to any judgment, writ, injunction, decree, rule
or order of any Governmental Authority, where such violation or default,
individually or in the aggregate, could reasonably be expected to result in a
Material Adverse Effect.

          SECTION 3.09    AGREEMENTS. No Company is in default in any manner
under any provision of any indenture or other agreement or instrument evidencing
Indebtedness, or any other agreement or instrument to which it is a party or by
which it or any of its property is or may be bound, where such default could
reasonably be expected to result in a Material Adverse Effect, and no condition
exists which, with the giving of notice or the lapse of time or both, would
constitute such a default.

          SECTION 3.10    FEDERAL RESERVE REGULATIONS. (a) No Company is engaged
principally, or as one of its important activities, in the business of extending
credit for the purpose of buying or carrying Margin Stock.

          (b)      No part of the proceeds of any Loan or any Letter of Credit
will be used, whether directly or indirectly, and whether immediately,
incidentally or ultimately, for any purpose that entails a violation of, or that
is inconsistent with, the provisions of the regulations of the Board, including
Regulation T, U or X. The pledge of the Securities Collateral pursuant to the
Security Agreement does not violate such regulations.

          SECTION 3.11    INVESTMENT COMPANY ACT; PUBLIC UTILITY HOLDING COMPANY
ACT. No Company is (a) registered or required to be registered as an "investment
company" or a company "controlled" by an "investment company," as defined in the
Investment Company Act of 1940, as amended, or (b) a "holding company," an
"affiliate" of a "holding company" or a "subsidiary company" of a "holding
company," as defined in, or subject to regulation under, the Public Utility
Holding Company Act of 1935, as amended.

          SECTION 3.12    USE OF PROCEEDS. Borrower will use the proceeds of (a)
the Tranche B Loans and not more than $15,600,000 of Revolving Loans to effect
the Acquisition and the Refinancing and pay related expenditures, fees and
expenses and (b) the Revolving Loans and Swingline Loans after the Closing Date
for working capital, Capital Expenditures, Permitted Acquisitions and general
corporate purposes.

                                      -63-
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          SECTION 3.13    TAXES. Each Company has (a) timely filed or caused to
be timely filed all federal Tax Returns and all material state, local and
foreign Tax Returns or materials required to have been filed by it and all such
Tax Returns are true and correct in all material respects and (b) duly and
timely paid or caused to be duly and timely paid all Taxes in excess of $100,000
(whether or not shown on any Tax Return) due and payable by it and all
assessments received by it, except Taxes that are being contested in good faith
by appropriate proceedings and for which such Company has set aside on its books
adequate reserves in accordance with GAAP. Each Company has made adequate
provision in accordance with GAAP for all Taxes not yet due and payable. No
Company has knowledge of any proposed or pending tax assessments, deficiencies
or audits that could be reasonably expected to, individually or in the
aggregate, result in a Material Adverse Effect.

          SECTION 3.14    NO MATERIAL MISSTATEMENTS. No information, report,
financial statement, certificate, Borrowing Request, LC Request, exhibit or
schedule (other than projections, budgets or other estimates) furnished by or on
behalf of any Company to the Administrative Agent or any Lender in connection
with the negotiation of any Loan Document or included therein or delivered
pursuant thereto (including the Confidential Information Memorandum) concerning
Borrower and its Subsidiaries, or the transactions contemplated thereby, taken
as a whole, contained or contains, as of the date prepared, any material
misstatement of fact or omission or omits to state any material fact necessary
to make the statements therein, in the light of the circumstances under which
they were or are made, not materially misleading as of the date such information
is dated or certified; PROVIDED that to the extent any such information, report,
financial statement, exhibit or schedule was based upon or constitutes a
forecast or projection, each Company represents only that it acted in good faith
and utilized assumptions believed by such Company to be reasonable when made in
the preparation of such information, report, financial statement, exhibit or
schedule.

          SECTION 3.15    LABOR MATTERS. As of the date hereof and the Closing
Date, there are no strikes, lockouts or slowdowns against any Company pending
or, to the knowledge of any Company, threatened. The hours worked by and
payments made to employees of any Company have not been in violation of the Fair
Labor Standards Act of 1938, as amended, or any other applicable federal, state,
local or foreign law dealing with such matters in any manner which could
reasonably be expected to result in a Material Adverse Effect. All payments due
from any Company, or for which any claim may be made against any Company, on
account of wages and employee health and welfare insurance and other benefits,
have been paid or accrued as a liability on the books of such Company except
where the failure to do so could not reasonably be expected to result in a
Material Adverse Effect. The consummation of the Transactions will not give rise
to any right of termination or right of renegotiation on the part of any union
under any collective bargaining agreement to which any Company is bound.

          SECTION 3.16    SOLVENCY. Immediately after the consummation of the
Transactions to occur on the Closing Date and immediately following the making
of each Loan and after giving effect to the application of the proceeds of each
Loan, (a) the fair value of the properties of the Loan Parties, taken as a
whole, will exceed their debts and liabilities, subordinated, contingent or
otherwise; (b) the present fair saleable value of the property of the Loan
Parties, taken as a whole, will be greater than the amount that will be required
to pay the probable liability of their debts and other liabilities,
subordinated, contingent or otherwise, as such debts and other liabilities
become absolute and matured; (c) the Loan Parties, taken as a whole, will
generally be able to pay their debts and liabilities, subordinated, contingent
or otherwise, as such debts and liabilities become absolute and matured; and (d)
the Loan Parties, taken as a whole, will not have unreasonably small capital
with which to conduct the business in which they are engaged as such business is
now conducted and is proposed to be conducted following the Closing Date.

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          SECTION 3.17    EMPLOYEE BENEFIT PLANS. (a) With regard to each Plan,
each Company and its ERISA Affiliates is in compliance in all material respects
with the applicable provisions of ERISA and the Code and the regulations and
published interpretations thereunder. No ERISA Event has occurred or is
reasonably expected to occur that, when taken together with all other such ERISA
Events, could reasonably be expected to result in material liability of any
Company or any of its ERISA Affiliates or the imposition of a Lien on any of the
property of any Company. The present value of all accumulated benefit
obligations of all underfunded Plans (based on the assumptions used for purposes
of Statement of Financial Accounting Standards No. 87) did not, as of the date
of the most recent financial statements reflecting such amounts, exceed by more
than $1,000,000 the fair market value of the property of all such underfunded
Plans. Using actuarial assumptions and computation methods consistent with
subpart I of subtitle E of Title IV of ERISA, the aggregate liabilities of each
Company or its ERISA Affiliates to all Multiemployer Plans in the event of a
complete withdrawal therefrom, as of the close of the most recent fiscal year of
each such Multiemployer Plan, could not reasonably be expected to result in a
Material Adverse Effect.

          (b)      To the extent applicable, each Foreign Plan has been
maintained in material compliance with its terms and with the requirements of
any and all applicable laws, statutes, rules, regulations and orders and has
been maintained, where required, in good standing with applicable regulatory
authorities. No Company has incurred any material obligation in connection with
the termination of or withdrawal from any Foreign Plan. The present value of the
accrued benefit liabilities (whether or not vested) under each Foreign Plan
which is funded, determined as of the end of the most recently ended fiscal year
of the respective Company on the basis of actuarial assumptions, each of which
is reasonable, did not exceed the current value of the property of such Foreign
Plan, and for each Foreign Plan which is not funded, the obligations of such
Foreign Plan are properly accrued.

          SECTION 3.18    ENVIRONMENTAL MATTERS. (a) Except as set forth in
SCHEDULE 3.18 and except as, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect:

          (i)      The Companies and their businesses, operations and Real
     Property are and have been in compliance with, and the Companies have no
     liability under, Environmental Law;

          (ii)     The Companies have obtained all Environmental Permits
     required for the conduct of their businesses and operations and the
     ownership, operation and use of their property under Environmental Law, all
     such Environmental Permits are valid and in good standing and, under the
     currently effective business plan of the Companies, no expenditures or
     operational adjustments will be required in order to renew or modify such
     Environmental Permits during the next five years;

          (iii)    There has been no Release or threatened Release of Hazardous
     Material on, at, under or from any Real Property or facility presently or
     formerly owned, leased or operated by the Companies or their predecessors
     in interest that could result in liability by the Companies under
     Environmental Law;

          (iv)     There is no Environmental Claim pending or, to the knowledge
     of the Companies, threatened against the Companies, or relating to the Real
     Property currently or formerly owned, leased or operated by the Companies
     or relating to the operations of the Companies, and there are no actions,
     activities, circumstances, conditions, events or incidents that could form
     the basis of such an Environmental Claim; and

                                      -65-
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          (v)      No person with an indemnity or contribution obligation to the
     Companies relating to compliance with or liability under Environmental Law
     is in default with respect to such obligation.

          (b)      Except as set forth in SCHEDULE 3.18:

          (i)      No Company is obligated to perform any material action or
     otherwise incur any material expense under Environmental Law pursuant to
     any order, decree, judgment or agreement by which it is bound or has
     assumed by contract or agreement, and no Company is conducting or financing
     any material Response pursuant to any Environmental Law with respect to any
     Real Property or any other location;

          (ii)     No Real Property or facility currently owned, operated or
     leased by the Companies and, to the knowledge of the Companies, no Real
     Property or facility formerly owned, operated or leased by the Companies or
     any of their predecessors in interest is (i) listed or proposed for listing
     on the National Priorities List promulgated pursuant to CERCLA or (ii)
     listed on the Comprehensive Environmental Response, Compensation and
     Liability Information System promulgated pursuant to CERCLA or (iii)
     included on any similar list maintained by any Governmental Authority
     including any such list relating to petroleum, in each case, except where
     such listing indicates that no further Response is required under
     Environmental Laws;

          (iii)    No Lien has been recorded or, to the knowledge of any
     Company, threatened under any Environmental Law with respect to any Real
     Property or property of the Companies;

          (iv)     The execution, delivery and performance of this Agreement and
     the consummation of the transactions contemplated hereby will not require
     any material notification, registration, filing, reporting, disclosure,
     investigation, remediation or cleanup pursuant to any Governmental Real
     Property Disclosure Requirements or any other Environmental Law; and

          (v)      The Companies have made available to the Lenders all material
     records and files in the possession, custody or control of, or otherwise
     reasonably available to, the Companies concerning compliance with or
     liability under Environmental Law, including those concerning the existence
     of Hazardous Material at Real Property or facilities currently or formerly
     owned, operated, leased or used by the Companies.

          SECTION 3.19    INSURANCE. SCHEDULE 3.19 sets forth a description that
is true, complete and correct in all material respects of all insurance
maintained by each Company as of the Closing Date. All insurance maintained by
the Companies is in full force and effect, all premiums have been duly paid, no
Company has received notice of violation or cancellation thereof, the Premises,
and the use, occupancy and operation thereof, comply in all material respects
with all Insurance Requirements, and there exists no material default under any
Insurance Requirement. Each Company has insurance in such amounts and covering
such risks and liabilities as are customary for companies of a similar size
engaged in similar businesses in similar locations and with similar risk
factors.

          SECTION 3.20    SECURITY DOCUMENTS. (a) The Security Agreement is
effective to create in favor of the Collateral Agent for the benefit of the
Secured Parties, legal, valid and enforceable Liens on, and security interests
in, the Security Agreement Collateral and, (i) when financing statements and
other filings in appropriate form are filed in the offices specified on SCHEDULE
6 to the Perfection Certificate and (ii) upon the taking of possession or
control by the Collateral Agent of the Security Agree-

                                      -66-
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ment Collateral with respect to which a security interest may be perfected only
by possession or control (which possession or control shall be given to the
Collateral Agent to the extent possession or control by the Collateral Agent is
required by each Security Agreement), the Liens created by the Security
Agreement shall constitute fully perfected Liens on, and security interests in,
all right, title and interest of the grantors thereunder in the Security
Agreement Collateral (other than the Intellectual Property Collateral (as
defined in the Security Agreement)) to the extent that such Liens can be
perfected under the UCC, in each case subject to no Liens other than Permitted
Liens.

          (b)      When the Security Agreement or a short form thereof is filed
in the United States Patent and Trademark Office and the United States Copyright
Office, the Liens created by such Security Agreement shall constitute fully
perfected Liens, to the extent perfection can be accomplished by filing, on, and
security interests in, all right, title and interest of the grantors thereunder
in the Intellectual Property Collateral (as defined in such Security Agreement),
in each case subject to no Liens other than Permitted Liens.

          (c)      Each Mortgage (when such Mortgage is filed in the offices
specified in the local counsel opinion delivered with respect thereto) is
effective to create, in favor of the Collateral Agent, for its benefit and the
benefit of the Secured Parties, legal, valid and enforceable first priority
Liens on, and security interests in, all of the Loan Parties' right, title and
interest in and to the Mortgaged Properties thereunder and the proceeds thereof,
subject only to Permitted Liens or other Liens acceptable to the Collateral
Agent, and when the Mortgages are filed in the offices specified on SCHEDULE
1.01(b) (or, in the case of any Mortgage executed and delivered after the date
thereof in accordance with the provisions of SECTIONS 5.10 and 5.11, when such
Mortgage is filed in the offices specified in the local counsel opinion
delivered with respect thereto in accordance with the provisions of SECTIONS
5.10 and 5.11), the Mortgages shall constitute fully perfected Liens on, and
security interests in, all right, title and interest of the Loan Parties in the
Mortgaged Properties and the proceeds thereof, in each case prior and superior
in right to any other person, other than Liens permitted by such Mortgage and
Permitted Liens.

          (d)      Each Security Document delivered pursuant to SECTIONS 5.10
and 5.11 will, upon execution and delivery thereof, be effective to create in
favor of the Collateral Agent, for the benefit of the Secured Parties, legal,
valid and enforceable Liens on, and security interests in, all of the Loan
Parties' right, title and interest in and to the Collateral thereunder, and when
all appropriate filings or recordings are made in the appropriate offices as may
be required under applicable law, such Security Document will constitute fully
perfected Liens on, and security interests in, all right, title and interest of
the Loan Parties in such Collateral (limited, in the case of Intellectual
Property Collateral (as defined in the Security Agreement), to United States
registered Intellectual Property Collateral), in each case subject to no Liens
other than the applicable Permitted Liens.

          SECTION 3.21    ACQUISITION DOCUMENTS; REPRESENTATIONS AND WARRANTIES
IN ACQUISITION AGREEMENT. (a) The Lenders have been furnished true and complete
copies of each Acquisition Document to the extent executed and delivered on or
prior to the Closing Date.

          (b)      All representations and warranties of each Company set forth
in the Acquisition Agreement were true and correct in all material respects as
of the time such representations and warranties were made and shall be true and
correct in all material respects as of the Closing Date as if such
representations and warranties were made on and as of such date, unless stated
to relate to a specific earlier date, in which case such representations and
warranties shall be true and correct in all material respects as of such earlier
date.

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          SECTION 3.22    ANTI-TERRORISM LAW. (a) No Loan Party and, to the
knowledge of the Loan Parties, none of its Affiliates is in violation of any
laws relating to terrorism or money laundering ("ANTI-TERRORISM LAWS"),
including Executive Order No. 13224 on Terrorist Financing, effective September
24, 2001 (the "EXECUTIVE ORDER"), and the Uniting and Strengthening America by
Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of
2001, Public Law 107-56.

          (b)      No Loan Party and to the knowledge of the Loan Parties, no
Affiliate or broker or other agent of any Loan Party acting or benefiting in any
capacity in connection with the Loans is any of the following:

          (i)      a person that is listed in the annex to, or is otherwise
     subject to the provisions of, the Executive Order;

          (ii)     a person owned or controlled by, or acting for or on behalf
     of, any person that is listed in the annex to, or is otherwise subject to
     the provisions of, the Executive Order;

          (iii)    a person with which any Lender is prohibited from dealing or
     otherwise engaging in any transaction by any Anti-Terrorism Law;

          (iv)     a person that commits, threatens or conspires to commit or
     supports "terrorism" as defined in the Executive Order; or

          (v)      a person that is named as a "specially designated national
     and blocked person" on the most current list published by the U.S. Treasury
     Department Office of Foreign Assets Control ("OFAC") at its official
     website or any replacement website or other replacement official
     publication of such list.

          (c)      No Loan Party and, to the knowledge of the Loan Parties, no
broker or other agent of any Loan Party acting in any capacity in connection
with the Loans (i) conducts any business or engages in making or receiving any
contribution of funds, goods or services to or for the benefit of any person
described in paragraph (b) above, (ii) deals in, or otherwise engages in any
transaction relating to, any property or interests in property blocked pursuant
to the Executive Order, or (iii) engages in or conspires to engage in any
transaction that evades or avoids, or has the purpose of evading or avoiding, or
attempts to violate, any of the prohibitions set forth in any Anti-Terrorism
Law.

                                   ARTICLE IV

                         CONDITIONS TO CREDIT EXTENSIONS

          SECTION 4.01    CONDITIONS TO INITIAL CREDIT EXTENSION. The obligation
of each Lender and, if applicable, each Issuing Bank to fund the initial Credit
Extension requested to be made by it shall be subject to the prior or concurrent
satisfaction or waiver of each of the conditions precedent set forth in this
SECTION 4.01.

          (a)      LOAN DOCUMENTS. All legal matters incident to this Agreement,
the Credit Extensions hereunder and the other Loan Documents shall be
satisfactory to the Lenders, to the Issuing Bank and to the Administrative Agent
and there shall have been delivered to the Administrative Agent an executed
counterpart of each of the Loan Documents and the Perfection Certificate (and
the Administrative Agent shall promptly provide copies of such counterparts to
each Lender).

                                      -68-
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          (b)      CORPORATE DOCUMENTS. The Administrative Agent shall have
received:

                   (i)    a certificate of the secretary or assistant secretary
          of each Loan Party dated the Closing Date, certifying (A) that
          attached thereto is a true and complete copy of each Organizational
          Document of such Loan Party certified (to the extent applicable) as of
          a recent date by the Secretary of State of the state of its
          organization, (B) that attached thereto is a true and complete copy of
          resolutions duly adopted by the Board of Directors of such Loan Party
          authorizing the execution, delivery and performance of the Loan
          Documents to which such person is a party and, in the case of
          Borrower, the borrowings hereunder, and that such resolutions have not
          been modified, rescinded or amended and are in full force and effect
          and (C) as to the incumbency and specimen signature of each officer
          executing any Loan Document or any other document delivered in
          connection herewith on behalf of such Loan Party (together with a
          certificate of another officer as to the incumbency and specimen
          signature of the secretary or assistant secretary executing the
          certificate in this clause (i));

                   (ii)   a certificate as to the good standing of each Loan
          Party (in so-called "long-form" if available) as of a recent date,
          from such Secretary of State; and

                   (iii)  such other documents as the Lenders, the Issuing Bank
          or the Administrative Agent may reasonably request.

          (c)      OFFICERS' CERTIFICATE. The Administrative Agent shall have
received a certificate, dated the Closing Date and signed by the chief executive
officer or the chief financial officer of Borrower, confirming compliance with
the conditions precedent set forth in this SECTION 4.01 and SECTIONS 4.02(b),
(c) and (d).

          (d)      FINANCINGS AND OTHER TRANSACTIONS, ETC. (i) The Transactions
shall have been consummated or shall be consummated simultaneously on the
Closing Date, in each case in all material respects in accordance with the terms
hereof and the terms of the Transaction Documents, without the waiver or
amendment of any such terms not approved by the Administrative Agent and the
Arranger other than any waiver or amendment thereof that is not materially
adverse to the interests of the Lenders.

          (ii)     Borrower shall have received not less than $150,000,000 in
gross proceeds from the issuance and sale of the Senior Notes, and the Senior
Note Agreement shall be in form and substance reasonably satisfactory to the
Lenders.

          (iii)    The Equity Financing shall have been consummated. The terms
of the Equity Financing and the Rollover Equity shall not require any payments
or other distributions of cash or property in respect thereof, or any purchases,
redemptions or other acquisitions thereof for cash or property, in each case
prior to the payment in full of all obligations under the Loan Documents, except
as permitted by the Loan Documents.

          (iv)     The Lenders shall be reasonably satisfied with the
capitalization, the terms and conditions of any equity arrangements, the
ownership, corporate, legal, tax, management or other organizational structure
of the Companies and any indemnities, employment and other arrangements entered
into, in connection with the Transactions. The Lenders shall be reasonably
satisfied with the Management Agreement and the subordination of fees due
thereunder to the Obligations. The Lenders shall be

                                      -69-
<Page>

reasonably satisfied that Borrower and its Subsidiaries will have adequate
working capital and capital expenditure funds and availability after the Closing
Date.

          (v)      The Refinancing shall have been consummated in full to the
reasonable satisfaction of the Lenders with all liens in favor of the existing
lenders being unconditionally released; the Administrative Agent shall have
received a "pay-off" letter in form and substance reasonably satisfactory to the
Administrative Agent with respect to all debt being refinanced in the
Refinancing; and the Administrative Agent shall have received from any person
holding any Lien securing any such debt such UCC termination statements,
mortgage releases, releases of assignments of leases and rents, releases of
security interests in Intellectual Property and other instruments, in each case
in proper form for recording, as the Administrative Agent shall have reasonably
requested to release and terminate of record the Liens securing such debt.

          (e)      CONSOLIDATED EBITDA. Borrower's pro forma Consolidated EBITDA
for the fiscal year ended December 31, 2003 shall not be less than $37,000,000.

          (f)      FINANCIAL STATEMENTS, PRO FORMA BALANCE SHEET; PROJECTIONS.
The Lenders shall have received and shall be reasonably satisfied with the form
and substance of the financial statements described in SECTION 3.04 and with the
forecasts of the financial performance of Holdings, Borrower and their
respective Subsidiaries.

          (g)      INDEBTEDNESS AND MINORITY INTERESTS. After giving effect to
the Transactions and the other transactions contemplated hereby, no Company
shall have outstanding any Indebtedness or preferred stock other than (i) the
Loans and Credit Extensions hereunder, (ii) the Senior Notes, (iii) the
Indebtedness listed on SCHEDULE 6.01(b) and (iv) Indebtedness owed to Borrower
or any Guarantor.

          (h)      OPINIONS OF COUNSEL. The Administrative Agent shall have
received, on behalf of itself, the other Agents, the Arranger, the Lenders and
the Issuing Bank, a favorable written opinion of (i) Kirkland & Ellis LLP,
special counsel for the Loan Parties, substantially to the effect set forth in
EXHIBIT N-I, (ii) each local counsel listed on SCHEDULE 4.01(g), substantially
to the effect set forth in EXHIBIT N-2, in each case (A) dated the Closing Date,
(B) addressed to the Agents, the Issuing Bank and the Lenders and (C) covering
such other matters relating to the Loan Documents and the Transactions as the
Administrative Agent shall reasonably request, and (iii) a copy of each legal
opinion delivered under the other Transaction Documents containing reliance
language authorizing the Agents, Lenders and the Issuing Bank to rely thereon as
if such opinion were addressed to them.

          (i)      SOLVENCY CERTIFICATE. The Administrative Agent shall have
received a solvency certificate in the form of EXHIBIT O, dated the Closing Date
and signed by the chief financial officer of Borrower.

          (j)      REQUIREMENTS OF LAW. The Lenders shall be reasonably
satisfied that Holdings, its Subsidiaries and the Transactions shall be in full
compliance with all material Requirements of Law, including Regulations T, U and
X of the Board, and shall have received satisfactory evidence of such compliance
reasonably requested by them.

          (k)      CONSENTS. The Lenders shall be reasonably satisfied that all
requisite Governmental Authorities and third parties shall have approved or
consented to the Transactions (except to the extent that such consents or
approvals are not material), and there shall be no governmental or judicial
action, actual or threatened, that has or would have, singly or in the
aggregate, a reasonable likelihood of

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restraining, preventing or imposing burdensome conditions on the Transactions or
the other transactions contemplated hereby.

          (l)      LITIGATION. Except as set forth on SCHEDULE 3.08, there shall
be no litigation, public or private, or administrative proceedings, governmental
investigation or other legal or regulatory developments, actual or, to each
Company's knowledge, threatened, that, singly or in the aggregate, could
reasonably be expected to result in a Material Adverse Effect, or could
materially and adversely affect the ability of Holdings, Borrower and the
Subsidiaries to fully and timely perform their respective obligations under the
Transaction Documents, or the ability of the parties to consummate the
financings contemplated hereby or the other Transactions.

          (m)      SOURCES AND USES. The sources and uses of the Loans shall be
as set forth in SECTION 3.12.

          (n)      FEES. The Arranger and Administrative Agent shall have
received all Fees and other amounts due and payable on or prior to the Closing
Date, including, to the extent invoiced, reimbursement or payment of all
out-of-pocket expenses (including the legal fees and expenses of Latham &
Watkins LLP, special counsel to the Agents, and the fees and expenses of any
local counsel, foreign counsel, appraisers, consultants and other advisors)
required to be reimbursed or paid by Borrower hereunder or under any other Loan
Document. The fees and expense of the Transactions shall not exceed $22,000,000.

          (o)      PERSONAL PROPERTY REQUIREMENTS. The Collateral Agent shall
have received:

          (i)      all certificates, agreements or instruments representing or
     evidencing the Securities Collateral accompanied by instruments of transfer
     and stock powers undated and endorsed in blank;

          (ii)     the Intercompany Note executed by and among Holdings and each
     of its Subsidiaries, accompanied by instruments of transfer undated and
     endorsed in blank;

          (iii)    all other certificates, agreements, including control
     agreements, or instruments necessary to perfect the Collateral Agent's
     security interest in all Chattel Paper, all Instruments, all Deposit
     Accounts and all Investment Property of each Loan Party (as each such term
     is defined in the Security Agreement and to the extent required by the
     Security Agreement);

          (iv)     UCC financing statements in appropriate form for filing under
     the UCC, filings with the United States Patent and Trademark Office and
     United States Copyright Office and such other documents under applicable
     Requirements of Law in each jurisdiction as may be necessary or appropriate
     or, in the reasonable opinion of the Collateral Agent, desirable to perfect
     the Liens created, or purported to be created, by the Security Documents
     and, with respect to all UCC financing statements required to be filed
     pursuant to the Loan Documents, evidence satisfactory to the Administrative
     Agent that Borrower has retained, at its sole cost and expense, a service
     provider acceptable to the Administrative Agent for the tracking of all
     such financing statements and notification to the Administrative Agent, of,
     among other things, the upcoming lapse or expiration thereof;

          (v)      copies of United States Patent and Trademark Office and
     United States Copyright Office searches and certified copies of UCC, tax
     and judgment lien searches, bankruptcy

                                      -71-
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     and pending lawsuit searches or equivalent reports or searches, each as of
     a recent date listing all effective financing statements, lien notices or
     comparable documents that name any Loan Party as debtor and that are filed
     in those state and county jurisdictions in which any property of any Loan
     Party is located and the state and county jurisdictions in which any Loan
     Party is organized or maintains its principal place of business and such
     other searches that the Collateral Agent deems reasonably necessary or
     appropriate, none of which encumber the Collateral covered or intended to
     be covered by the Security Documents (other than Permitted Liens or any
     other Liens acceptable to the Collateral Agent);

          (vi)     with respect to each location set forth on SCHEDULE
     4.01(o)(vi), a Landlord Access Agreement or Bailee Letter, as applicable;
     PROVIDED that no such Landlord Access Agreement shall be required with
     respect to any Real Property (i) that could not be obtained after the Loan
     Party that is the lessee or owner of the inventory or other personal
     property Collateral stored with the bailee thereof, as applicable, shall
     have used all commercially reasonable efforts to do so or (ii) at which
     Collateral with a value of less than $250,000 is located; and

          (vii)    evidence acceptable to the Collateral Agent of payment or
     arrangements for payment by the Loan Parties of all applicable recording
     taxes, fees, charges, costs and expenses required for the recording of the
     Security Documents.

          (p)      REAL PROPERTY REQUIREMENTS. The Collateral Agent shall have
received:

          (i)      a Mortgage encumbering each Mortgaged Property in favor of
     the Collateral Agent, for the benefit of the Secured Parties, duly executed
     and acknowledged by each Loan Party that is the owner of or holder of any
     interest in such Mortgaged Property, and otherwise in form for recording in
     the recording office of each applicable political subdivision where each
     such Mortgaged Property is situated, together with such certificates,
     affidavits, questionnaires or returns as shall be required in connection
     with the recording or filing thereof to create a lien under applicable law,
     and such financing statements and any other instruments necessary to grant
     a mortgage lien under the laws of any applicable jurisdiction, all of which
     shall be in form and substance reasonably satisfactory to Collateral Agent;

          (ii)     with respect to each Mortgaged Property, such consents,
     approvals, amendments, supplements, estoppels, tenant subordination
     agreements or other instruments as necessary to consummate the Transactions
     or as shall reasonably be deemed necessary by the Collateral Agent in order
     for the owner or holder of the fee interest constituting such Mortgaged
     Property to grant the Lien contemplated by the Mortgage with respect to
     such Mortgaged Property;

          (iii)    with respect to each Mortgage, a policy of title insurance
     (or marked up title insurance commitment having the effect of a policy of
     title insurance) insuring the Lien of such Mortgage as a valid first
     mortgage Lien on the Mortgaged Property and fixtures described therein in
     the amount equal to not less than the fair market value of such Mortgaged
     Property and fixtures, which fair market value is set forth on SCHEDULE
     4.01(p)(iii), which policy (or such marked-up commitment) (each, a "TITLE
     POLICY") shall (A) be issued by the Title Company, (B) to the extent
     necessary, include such reinsurance arrangements (with provisions for
     direct access, if necessary) as shall be reasonably acceptable to the
     Collateral Agent, (C) contain a "tie-in" or "cluster" endorsement, if
     available under applicable law (I.E., policies which insure against losses
     regardless of location or allocated value of the insured property up to a
     stated maximum coverage amount), (D) have been supplemented by such
     endorsements (or where such endorsements are

                                      -72-
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     not available, opinions of special counsel, architects or other
     professionals reasonably acceptable to the Collateral Agent to the extent
     that such opinions can be obtained at a cost which is reasonable in light
     of the value of the Mortgaged Real Property subject to such Mortgage) as
     shall be reasonably requested by the Collateral Agent (including
     endorsements on matters relating to usury, first loss, last dollar, zoning,
     contiguity, revolving credit, doing business, non-imputation, public road
     access, survey, variable rate, environmental lien, subdivision, separate
     tax lot, revolving credit, and so-called comprehensive coverage over
     covenants and restrictions), and (E) contain no exceptions to title other
     than exceptions reasonably acceptable to the Collateral Agent;

          (iv)     with respect to each Mortgaged Property, such affidavits,
     certificates, information (including financial data) and instruments of
     indemnification (including a so-called "gap" indemnification) as shall be
     required to induce the Title Company to issue the Title Policies and
     endorsements contemplated above;

          (v)      evidence reasonably acceptable to the Collateral Agent of
     payment by Borrower of all Title Policy premiums, search and examination
     charges, escrow charges and related charges, mortgage recording taxes,
     fees, charges, costs and expenses required for the recording of the
     Mortgages and issuance of the Title Policies referred to above;

          (vi)     with respect to each Real Property or Mortgaged Property,
     copies of all Leases in which Borrower or any Subsidiary holds the lessor's
     interest or other agreements relating to possessory interests, if any. To
     the extent any of the foregoing affect any Mortgaged Property, such
     agreement shall be subordinate to the Lien of the Mortgage to be recorded
     against such Mortgaged Property, either expressly by its terms or pursuant
     to a subordination, non-disturbance and attornment agreement, and shall
     otherwise be acceptable to the Collateral Agent;

          (vii)    with respect to each Mortgaged Property, each Company shall
     have made all notifications, registrations and filings, to the extent
     required by, and in accordance with, all Governmental Real Property
     Disclosure Requirements applicable to such Mortgaged Property; and

          (viii)   Surveys with respect to each Mortgaged Property.

          (q)      INSURANCE. The Administrative Agent shall have received a
copy of, or a certificate as to coverage under, the insurance policies required
by SECTION 5.04 and the applicable provisions of the Security Documents, each of
which shall be endorsed or otherwise amended to include a "standard" or "New
York" lender's loss payable or mortgagee endorsement (as applicable) and shall
name the Collateral Agent, on behalf of the Secured Parties, as additional
insured, in form and substance reasonably satisfactory to the Administrative
Agent.

          SECTION 4.02    CONDITIONS TO ALL CREDIT EXTENSIONS. The obligation of
each Lender and each Issuing Bank to make any Credit Extension (including the
initial Credit Extension) shall be subject to, and to the satisfaction of, each
of the conditions precedent set forth below.

          (a)      NOTICE. The Administrative Agent shall have received notice
as required by SECTION 2.03 (or such notice shall have been deemed given in
accordance with SECTION 2.03) if Loans are being requested or, in the case of
the issuance, amendment, extension or renewal of a Letter of Credit, the Issuing
Bank and the Administrative Agent shall have received a notice requesting the
issuance, amendment, extension or renewal of such Letter of Credit as required
by SECTION 2.18(b) or, in the case of the

                                      -73-
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Borrowing of a Swingline Loan, the Swingline Lender and the Administrative Agent
shall have received notice as required by SECTION 2.17(b).

          (b)      NO DEFAULT. Borrower and each other Loan Party shall be in
compliance in all material respects with all the terms and provisions set forth
herein and in each other Loan Document on its part to be observed or performed,
and, at the time of and immediately after giving effect to such Credit Extension
and the application of the proceeds thereof, no Default shall have occurred and
be continuing on such date.

          (c)      REPRESENTATIONS AND WARRANTIES. Each of the representations
and warranties made by any Loan Party set forth in ARTICLE III hereof or in any
other Loan Document shall be true and correct in all material respects (except
that any representation and warranty that is qualified as to "materiality" or
"Material Adverse Effect" shall be true and correct in all respects) on and as
of the date of such Credit Extension with the same effect as though made on and
as of such date, except to the extent such representations and warranties
expressly relate to an earlier date.

          (d)      NO LEGAL BAR. No injunction or other restraining order shall
have been issued, shall be pending or noticed with respect to any action, suit
or proceeding seeking to enjoin or otherwise prevent the consummation of, or to
recover any damages or obtain relief as a result of, the transactions
contemplated by this Agreement or the making of Loans hereunder.

          Each of the delivery of a Borrowing Request or notice requesting the
issuance, amendment, extension or renewal of a Letter of Credit and the
acceptance by Borrower of the proceeds of such Credit Extension shall constitute
a representation and warranty by Borrower and each other Loan Party that on the
date of such Credit Extension (both immediately before and after giving effect
to such Credit Extension and the application of the proceeds thereof) the
conditions contained in this SECTION 4.02 have been satisfied. Borrower shall
provide such information (including calculations in reasonable detail of the
covenants in SECTION 6.10) as the Administrative Agent may reasonably request to
confirm that the conditions in this SECTION 4.02 have been satisfied.

                                    ARTICLE V

                              AFFIRMATIVE COVENANTS

          Each Loan Party warrants, covenants and agrees with each Lender that
so long as this Agreement shall remain in effect and until the Commitments have
been terminated and the principal of and interest on each Loan, all Fees and all
other expenses or amounts payable under any Loan Document shall have been paid
in full and all Letters of Credit have been canceled or have expired and all
amounts drawn thereunder have been reimbursed in full (other than contingent
indemnity obligations), unless the Required Lenders shall otherwise consent in
writing, each Loan Party will, and will cause each of its Subsidiaries to:

          SECTION 5.01    FINANCIAL STATEMENTS, REPORTS, ETC. Furnish to the
Administrative Agent (and the Administrative Agent shall promptly furnish copies
thereof to each Lender):

          (a)      ANNUAL REPORTS. As soon as available and in any event within
     90 days after the end of each fiscal year (but no later than the date on
     which Holdings would be required to file a Form 10-K under the Exchange Act
     if it were subject to Section 15 and 13(d) of the Exchange Act), (i) the
     consolidated balance sheet of Holdings as of the end of such fiscal year
     and related

                                      -74-
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     consolidated statements of income, cash flows and stockholders' equity for
     such fiscal year, in comparative form with such financial statements as of
     the end of, and for, the preceding fiscal year, and notes thereto
     (including a note with a consolidating balance sheet and statements of
     income and cash flows separating out Holdings, Borrower and the
     Subsidiaries), all prepared in accordance with Regulation S-X and
     accompanied by an opinion of Ernst & Young LLP or other independent public
     accountants of recognized national standing (which opinion shall not be
     qualified as to scope or contain any going concern or other qualification),
     stating that such financial statements fairly present, in all material
     respects, the consolidated financial condition, results of operations and
     cash flows of Holdings as of the dates and for the periods specified in
     accordance with GAAP, and (ii) a management's discussion and analysis of
     the financial condition and results of operations for such fiscal year, as
     compared to the previous fiscal year and budgeted amounts;

          (b)      QUARTERLY REPORTS. As soon as available and in any event
     within 45 days after the end of each of the first three fiscal quarters of
     each fiscal year (but no later than the date on which Holdings would be
     required to file a Form 10-Q under the Exchange Act if it were subject to
     Section 15 and 13(d) of the Exchange Act), (i) the consolidated balance
     sheet of Holdings as of the end of such fiscal quarter and related
     consolidated statements of income and cash flows for such fiscal quarter
     and for the then elapsed portion of the fiscal year, in comparative form
     with the consolidated statements of income and cash flows for the
     comparable periods in the previous fiscal year, and notes thereto
     (including a note with a consolidating balance sheet and statements of
     income and cash flows separating out Holdings, Borrower and the
     Subsidiaries), all prepared in accordance with Regulation S-X under the
     Securities Act and accompanied by a certificate of a Financial Officer
     stating that such financial statements fairly present, in all material
     respects, the consolidated financial condition, results of operations and
     cash flows of Holdings as of the date and for the periods specified in
     accordance with GAAP consistently applied, and on a basis consistent with
     audited financial statements referred to in clause (a) of this Section,
     subject to normal year-end audit adjustments and the absence of footnotes,
     and (ii) a management's discussion and analysis of the financial condition
     and results of operations for such fiscal quarter and the then elapsed
     portion of the fiscal year, as compared to the comparable periods in the
     previous fiscal year and budgeted amounts;

          (c)      FINANCIAL OFFICER'S CERTIFICATE. (i) Concurrently with any
     delivery of financial statements under SECTION 5.01(a) or (b) above, a
     Compliance Certificate certifying that no Default has occurred or, if such
     a Default has occurred, specifying the nature and extent thereof and any
     corrective action taken or proposed to be taken with respect thereto; (ii)
     concurrently with any delivery of financial statements under SECTION
     5.01(a) or (b) above, a Compliance Certificate setting forth computations
     in reasonable detail satisfactory to the Administrative Agent demonstrating
     compliance with the covenants contained in SECTION 6.10 (including the
     aggregate amount of Excluded Issuances for such period and the uses
     therefor) and, in the case of SECTION 5.01(a) above, setting forth
     Borrower's calculation of Excess Cash Flow; and (iii) in the case of
     SECTION 5.01(a) above, a report of the accounting firm opining on or
     certifying such financial statements stating that in the course of its
     regular audit of the financial statements of Holdings and its Subsidiaries,
     which audit was conducted in accordance with generally accepted auditing
     standards, such accounting firm obtained no knowledge that any Default has
     occurred or, if in the opinion of such accounting firm such a Default has
     occurred, specifying the nature and extent thereof;

          (d)      FINANCIAL OFFICER'S CERTIFICATE REGARDING COLLATERAL.
     Concurrently with any delivery of financial statements under SECTION
     5.01(a) above, a certificate of a Financial Officer set-

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     ting forth the information required pursuant to the Perfection Certificate
     Supplement which updates Schedules 1, 2, 7, 10, 11, 12, 13, 14, 15 and 16
     of the Perfection Certificate or confirming that there has been no change
     in such information since the date of the Perfection Certificate or latest
     Perfection Certificate Supplement;

          (e)      PUBLIC REPORTS. Promptly after the same become publicly
     available, copies of all periodic and other reports, proxy statements and
     other materials filed by any Company with the Securities and Exchange
     Commission, or any Governmental Authority succeeding to any or all of the
     functions of said Commission, or with any national securities exchange, or
     distributed to holders of its Senior Notes pursuant to the terms of the
     Senior Note Documents (or any trustee, agent or other representative
     therefor), as the case may be;

          (f)      MANAGEMENT LETTERS. Promptly after the receipt thereof by any
     Company, a copy of any "management letter" received by any such person from
     its certified public accountants and the management's responses thereto;

          (g)      BUDGETS. No later than 30 days after the first day of each
     fiscal year of Holdings and Borrower, a budget in form reasonably
     satisfactory to the Administrative Agent (including budgeted statements of
     income for each of Borrower's business units and sources and uses of cash
     and balance sheets) prepared by Borrower for each fiscal month of such
     fiscal year prepared in detail, prepared in summary form, in each case, of
     Borrower and its subsidiaries, with appropriate presentation and discussion
     of the principal assumptions upon which such budgets are based, accompanied
     by the statement of a Financial Officer of Borrower to the effect that the
     budget of Borrower has been prepared in good faith and subject to the
     assumptions set forth therein (which assumptions were believed by Borrower
     to have been reasonable when made);

          (h)      ORGANIZATIONAL DOCUMENTS. Promptly, copies of any
     Organizational Documents that have been amended or modified in accordance
     with the terms hereof and a copy of any notice of default given or received
     by any Company under any Organizational Document within 15 days after such
     Company gives or receives such notice; and

          (i)      OTHER INFORMATION. Promptly, from time to time, such other
     information regarding the operations, business affairs and financial
     condition of any Company, or compliance with the terms of any Loan
     Document, as the Administrative Agent or any Lender may reasonably request.

          SECTION 5.02    LITIGATION AND OTHER NOTICES. Furnish to the
Administrative Agent written notice of the following promptly (and, in any
event, within five Business Days after a Responsible Officer of Borrower has
obtained knowledge thereof):

          (a)      any Default, specifying the nature and extent thereof and the
     corrective action (if any) taken or proposed to be taken with respect
     thereto;

          (b)      the filing or commencement of, or any known threat or notice
     of intention of any person to file or commence, any action, suit,
     litigation or proceeding, whether at law or in equity by or before any
     Governmental Authority, (i) against any Company that could reasonably be
     expected to result in a Material Adverse Effect or (ii) with respect to any
     Loan Document;

                                      -76-
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          (c)      any development that has resulted in, or could reasonably be
     expected to result in, a Material Adverse Effect;

          (d)      the occurrence of a Casualty Event involving property with a
     value in excess of $1,000,000; and

          (e)      (i) the incurrence of any material Lien (other than Permitted
     Liens) on, or claim asserted against, any of the Collateral or (ii) the
     occurrence of any other event which could materially affect the value of
     the Collateral.

          SECTION 5.03    EXISTENCE; BUSINESSES AND PROPERTIES. (a) Do or cause
to be done all things necessary to preserve, renew and maintain in full force
and effect its legal existence, except as otherwise expressly permitted under
SECTION 6.05 or SECTION 6.06 or, in the case of any Subsidiary, where the
failure to perform such obligations, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect.

          (b)      Do or cause to be done all things reasonably necessary to
obtain, preserve, renew, extend and keep in full force and effect the rights,
licenses, permits, privileges, franchises, authorizations, patents, copyrights,
trademarks and trade names material to the conduct of its business; maintain and
operate such business in substantially the manner in which it is presently
conducted and operated; comply with all applicable Requirements of Law
(including any and all zoning, building, Environmental Law, ordinance, code or
approval or any building permits or any restrictions of record or agreements
affecting the Real Property) and decrees and orders of any Governmental
Authority, whether now in effect or hereafter enacted, except where the failure
to comply, individually or in the aggregate, could not reasonably be expected to
result in a Material Adverse Effect; and at all times maintain, preserve and
protect all property material to the conduct of such business and keep such
property in good repair, working order and condition (other than wear and tear
occurring in the ordinary course of business and damage by Casualty Event) and
from time to time make, or cause to be made, all needful and proper repairs,
renewals, additions, improvements and replacements thereto necessary in order
that the business carried on in connection therewith may be properly conducted
at all times; PROVIDED that nothing in this SECTION 5.03(b) shall prevent (i)
sales of property, consolidations or mergers by or involving any Company in
accordance with SECTION 6.05 or SECTION 6.06; (ii) the withdrawal by any Company
of its qualification as a foreign corporation in any jurisdiction where such
withdrawal, individually or in the aggregate, could not reasonably be expected
to result in a Material Adverse Effect; or (iii) the abandonment by any Company
of any rights, franchises, licenses, trademarks, trade names, copyrights or
patents that such person reasonably determines are not necessary to the conduct
of the business of the Companies taken as a whole or no longer commercially
desirable or economically practicable to maintain.

          SECTION 5.04    INSURANCE. (a) Keep its insurable property adequately
insured at all times by financially sound and reputable insurers; maintain such
other insurance as is reasonably prudent in the good faith judgment of the
Responsible Officers of Borrower or otherwise, to such extent and against such
risks as is customary with companies in the same or similar businesses operating
in the same or similar locations and with similar risk factors, including
insurance with respect to Mortgaged Properties and other properties material to
the business of the Companies against such casualties and contingencies and of
such types and in such amounts with such deductibles as is customary in the case
of similar businesses operating in the same or similar locations and with
similar risk factors, including (i) physical hazard insurance on an "all risk"
basis, (ii) commercial general liability against claims for bodily injury, death
or property damage covering any and all insurable claims, (iii) explosion
insurance in respect of any boilers, machinery or similar apparatus constituting
Collateral, (iv) business interruption insurance, and

                                      -77-
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(v) worker's compensation insurance and such other insurance as may be required
by any Requirement of Law; PROVIDED that with respect to physical hazard
insurance, neither the Collateral Agent nor the applicable Company shall agree
to the adjustment of any claim in excess of $1,000,000 thereunder without the
consent of the other (such consent not to be unreasonably withheld or delayed);
PROVIDED, FURTHER, that no consent of any Company shall be required during an
Event of Default.

          (b)      All such insurance shall (i) provide that no cancellation or
material reduction in amount thereof shall be effective until at least 30 days
(or 10 days in the case of non-payment of premiums) after receipt by the
Collateral Agent of written notice thereof, (ii) name the Collateral Agent as
mortgagee (in the case of property insurance) or additional insured on behalf of
the Secured Parties (in the case of liability insurance) or lender loss payee on
behalf of the Secured Parties (as such term is defined in the Security
Agreement) (in the case of property insurance), as applicable, and (iii) if
reasonably requested by the Collateral Agent, to the extent reasonably
available, include a breach of warranty clause.

          (c)      Notify the Administrative Agent and the Collateral Agent
immediately whenever any separate insurance concurrent in form or contributing
in the event of loss with that required to be maintained under this SECTION 5.04
is taken out by any Company; and promptly deliver to the Administrative Agent
and the Collateral Agent a duplicate original copy of such policy or policies.

          (d)      With respect to each Mortgaged Property, obtain flood
insurance in such total amount as the Administrative Agent or the Required
Lenders may from time to time require, if at any time the area in which any
improvements located on any Mortgaged Property is designated a "flood hazard
area" in any Flood Insurance Rate Map published by the Federal Emergency
Management Agency (or any successor agency), to the extent necessary to comply
with the National Flood Insurance Program as set forth in the Flood Disaster
Protection Act of 1973, as amended from time to time.

          (e)      Deliver to the Administrative Agent and the Collateral Agent
and the Lenders a report of a reputable insurance broker with respect to such
insurance and such supplemental reports with respect thereto as the
Administrative Agent or the Collateral Agent may from time to time reasonably
request (absent the occurrence and continuation of an Event of Default, no more
than one time in any fiscal year).

          (f)      No Loan Party that is an owner of Mortgaged Property shall
take any action that is reasonably likely to be the basis for termination,
revocation or denial of any insurance coverage required to be maintained under
such Loan Party's respective Mortgage or that could be the basis for a defense
to any claim under any Insurance Policy maintained in respect of the Premises,
and each Loan Party shall otherwise comply in all material respects with all
Insurance Requirements in respect of the Premises; PROVIDED, HOWEVER, that each
Loan Party may, at its own expense and after written notice to the
Administrative Agent, (i) contest the applicability or enforceability of any
such Insurance Requirements by appropriate legal proceedings, the prosecution of
which does not constitute a basis for cancellation or revocation of any
insurance coverage required under this SECTION 5.04 or (ii) cause the Insurance
Policy containing any such Insurance Requirement to be replaced by a new policy
complying with the provisions of this SECTION 5.04.

     SECTION 5.05  TAXES. (a) Pay and discharge promptly when due all Taxes,
assessments and governmental charges or levies in excess of $100,000 imposed
upon it or upon its income or profits or in respect of its property, before the
same shall become delinquent or in default, as well as all lawful claims in
excess of $100,000 for labor, services, materials and supplies or otherwise
that, if unpaid, might give rise to a Lien other than a Permitted Lien upon such
properties or any part thereof; PROVIDED

                                      -78-
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that such payment and discharge shall not be required with respect to any such
Tax, assessment, charge, levy or claim so long as (i) the validity or amount
thereof shall be contested in good faith by appropriate proceedings timely
instituted and diligently conducted and the applicable Company shall have set
aside on its books adequate reserves or other appropriate provisions with
respect thereto in accordance with GAAP and (ii) such contest operates to
suspend collection of the contested obligation, Tax, assessment or charge and
enforcement of a Lien other than a Permitted Lien.

          (b)      Timely file all material Tax Returns required to be filed by
it.

          (c)      Borrower does not intend to treat the Loans as being a
"reportable transaction" within the meaning of Treasury Regulation Section
1.6011-4. In the event Borrower determines to take any action inconsistent with
such intention, it will promptly notify the Administrative Agent thereof.

          SECTION 5.06    EMPLOYEE BENEFITS. (a) Comply in all material respects
with the applicable provisions of ERISA, the Code and applicable laws with
respect to any Plan and (b) furnish to the Administrative Agent (x) as soon as
possible after, and in any event within 20 days after any Responsible Officer of
any Company knows or has reason to know that, any ERISA Event has occurred that,
alone or together with any other ERISA Event could reasonably be expected to
result in liability of the Companies in an aggregate amount exceeding $1,000,000
or the imposition of a Lien, a statement of a Financial Officer of Borrower
setting forth details as to such ERISA Event and the action, if any, that the
Companies propose to take with respect thereto, and (y) upon request by the
Administrative Agent, copies of (i) each Schedule B (Actuarial Information) to
the annual report (Form 5500 Series) filed by any Company or any ERISA Affiliate
with the Internal Revenue Service with respect to each Plan; (ii) the most
recent actuarial valuation report for each Plan; (iii) all notices received by
any Company or any ERISA Affiliate from a Multiemployer Plan sponsor or any
governmental agency concerning an ERISA Event; and (iv) such other documents or
governmental reports or filings relating to any Plan or Foreign Plan as the
Administrative Agent shall reasonably request.

          SECTION 5.07    MAINTAINING RECORDS; ACCESS TO PROPERTIES AND
INSPECTIONS; ANNUAL MEETINGS. (a) Keep proper books of record and account in
which full, true and correct entries in conformity in all material respects with
GAAP and all Requirements of Law are made of all material dealings and
transactions in relation to its business and activities. Each Company will
permit any representatives designated by the Administrative Agent or any Lender
to visit and inspect the financial records and the property of such Company at
reasonable times and as often as reasonably requested and to make extracts from
and copies of such financial records, and permit any representatives designated
by the Administrative Agent or any Lender to discuss the affairs, finances,
accounts and condition of any Company with the officers and employees thereof
and advisors therefor (including independent accountants); PROVIDED, however,
that (x) the Loan Parties shall not be required to pay the expenses of more than
one such visit and inspection during any fiscal year unless an Event of Default
has occurred and is continuing, (y) each Lender shall at all times coordinate
with Administrative Agent the frequency and timing of any such visits and
inspections so as to reasonably minimize the burden imposed on the Loan Parties
and (z) a representative of Borrower shall be given the opportunity to be
present for any communication with the independent accountants.

          (b)      Within 120 days after the close of each fiscal year of the
Companies, at the request of the Administrative Agent or Required Lenders, hold
a meeting (at a mutually agreeable location and time or, at the option of the
Administrative Agent, by conference call) with all Lenders who choose to attend
such meeting at which meeting shall be reviewed the financial results of the
previous fiscal year

                                      -79-
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and the financial condition of the Companies and the budgets presented for the
current fiscal year of the Companies.

          SECTION 5.08    USE OF PROCEEDS. Use the proceeds of the Loans only
for the purposes set forth in SECTION 3.12 and request the issuance of Letters
of Credit only for the purposes set forth in the definition of Commercial Letter
of Credit or Standby Letter of Credit, as the case may be.

          SECTION 5.09    COMPLIANCE WITH ENVIRONMENTAL LAWS; ENVIRONMENTAL
REPORTS. (a) Except as could not reasonably be expected to result in a Material
Adverse Effect, (i) comply, and cause all lessees and other persons occupying
Real Property owned, operated or leased by any Company to comply, with all
Environmental Laws and Environmental Permits applicable to its operations and
Real Property; (ii) obtain and renew all Environmental Permits applicable to its
operations and Real Property; and (iii) conduct all Responses required by, and
in accordance with, Environmental Laws; PROVIDED that no Company shall be
required to undertake any Response to the extent that its obligation to do so is
being contested in good faith and by proper proceedings and appropriate reserves
are being maintained with respect to such circumstances in accordance with GAAP.

          (b)      If the Required Lenders or the Administrative Agent
reasonably believes that Borrower may be in breach of SECTION 3.18 or SECTION
5.09(a) (without respect to materiality), and such breach shall have occurred
and be continuing for more than 20 days without the Companies commencing
activities reasonably likely to cure such Default, at the written request of the
Administrative Agent or the Required Lenders through the Administrative Agent,
provide to the Lenders within 90 days after such request, at the expense of
Borrower, an environmental assessment report regarding the matters which are the
subject of such Default, including, where appropriate, any soil and/or
groundwater sampling, prepared by an environmental consulting firm and in form
and substance reasonably acceptable to the Administrative Agent and indicating
the presence or absence of Hazardous Materials and the estimated cost of any
compliance or Response to address them, and, in the event that Borrower fails to
take such action, the Administrative Agent or the Required Lenders may take such
action, and any other actions reasonably prudent or required under Environmental
Laws to address such matters.

          SECTION 5.10    ADDITIONAL COLLATERAL; ADDITIONAL GUARANTORS. (a)
Subject to this SECTION 5.10, with respect to any property acquired after the
Closing Date by any Loan Party that is intended to be subject to the Lien
created by any of the Security Documents but is not so subject (but, in any
event, excluding any Equity Interest of a Foreign Subsidiary not required to be
pledged pursuant to the last sentence of SECTION 5.10(b)), promptly (and in any
event within 30 days (60 days in the case of Intellectual Property Collateral
(as defined in the Security Agreement)) after the acquisition thereof) (i)
execute and deliver to the Administrative Agent and the Collateral Agent such
amendments or supplements to the relevant Security Documents or such other
documents as the Administrative Agent or the Collateral Agent shall deem
necessary or advisable to grant to the Collateral Agent, for its benefit and for
the benefit of the other Secured Parties, a Lien on such property subject to no
Liens other than Permitted Liens, and (ii) take all actions necessary to cause
such Lien to be duly perfected to the extent required by such Security Document
in accordance with all applicable Requirements of Law, including the filing of
financing statements in such jurisdictions as may be reasonably requested by the
Administrative Agent. Borrower shall otherwise take such actions and execute
and/or deliver to the Collateral Agent such documents as the Administrative
Agent or the Collateral Agent shall reasonably require to confirm the validity,
perfection and priority of the Lien of the Security Documents against such
after-acquired properties.

          (b)      With respect to any person that is or becomes a Subsidiary
after the Closing Date, promptly (and in any event within 30 days after such
person becomes a Subsidiary) (i) to the extent

                                      -80-
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permitted by applicable law, deliver to the Collateral Agent the certificates,
if any, representing all of the Equity Interests of such Subsidiary, together
with undated stock powers or other appropriate instruments of transfer executed
and delivered in blank by a duly authorized officer of the holder(s) of such
Equity Interests, and all intercompany notes owing from such Subsidiary to any
Loan Party together with instruments of transfer executed and delivered in blank
by a duly authorized officer of such Loan Party and (ii) with respect to
domestic subsidiaries, cause such new Subsidiary (A) to execute a Joinder
Agreement or such comparable documentation to become a Subsidiary Guarantor and
a joinder agreement to the applicable Security Agreement, substantially in the
form annexed thereto, and (B) to take all actions necessary or advisable in the
opinion of the Administrative Agent or the Collateral Agent to cause the Lien
created by the applicable Security Agreement to be duly perfected to the extent
required by such agreement in accordance with all applicable Requirements of
Law, including (x) the filing of financing statements in such jurisdictions as
may be reasonably requested by the Administrative Agent or the Collateral Agent
and (y) delivering such documentation as may be necessary under the laws of the
jurisdiction of organization of any Foreign Subsidiary the Equity Interests of
which are required to be delivered to the Collateral Agent pursuant to clause
(i) of this SECTION 5.10(b). Notwithstanding the foregoing, the Equity Interests
of Foreign Subsidiaries required to be delivered to the Collateral Agent on the
Closing Date or pursuant to clause (i) of this SECTION 5.10(b) shall include
only (A) Voting Stock of any such Subsidiary which is a first-tier controlled
foreign corporation (as defined in Section 957(a) of the Code) representing 65%
of the total voting power of all outstanding Voting Stock of such Subsidiary,
(B) 100% of the Equity Interests not constituting Voting Stock of any such
Subsidiary, except that any such Equity Interests constituting "stock entitled
to vote" within the meaning of Treasury Regulation Section 1.956-2(c)(2) shall
be treated as Voting Stock for purposes of this SECTION 5.10(b) and (C) with
respect to first-tier Foreign Subsidiaries in existence on the Closing Date,
Voting Stock of any such Subsidiary whose assets and EBITDA are greater than or
equal to $500,000 (or in the case of GSE Australia Pty Ltd., $1,000,000);
PROVIDED, that if at any time after the Closing Date, the assets and EBITDA of
all of the first tier Foreign Subsidiaries whose Equity Interests are not
required to be pledged pursuant to clause (C) of this SECTION 5.10(b) exceeds
$2,000,000 in the aggregate, then the owner(s) of such Equity Interests shall
pledge the Equity Interests of certain of those excluded Foreign Subsidiaries to
the Collateral Agent (subject to the limitations set forth in clauses (A) and
(B) of this sentence) such that the aggregate assets and EBITDA of first-tier
Foreign Subsidiaries in existence on the Closing Date whose Equity Interests
have not been pledged do not exceed $2,000,000.

          (c)      Promptly grant to the Collateral Agent, within 60 days of the
acquisition thereof, a security interest in and Mortgage on (i) each Real
Property owned in fee by such Loan Party as is acquired by such Loan Party after
the Closing Date and that, together with any improvements thereon, individually
has a fair market value of at least $1,000,000 (to the extent not financed with
Indebtedness other than the Loans), (ii) each Real Property owned in fee by such
Loan Party (to the extent not financed with Indebtedness other than the Loans)
as is acquired by such Loan Party after the Closing Date and is used for
manufacturing purposes, and (iii) unless the Collateral Agent otherwise
consents, each leased Real Property of such Loan Party which lease individually
has a fair market value of at least $1,000,000 (to the extent not financed with
Indebtedness other than the Loans), in each case, as additional security for the
Obligations (unless the subject property is already mortgaged to a third party
to the extent permitted by SECTION 6.02). Such Mortgages shall be granted
pursuant to documentation similar to existing mortgages or otherwise reasonably
satisfactory in form and substance to the Administrative Agent and the
Collateral Agent and shall constitute valid and enforceable perfected Liens
subject only to Permitted Liens or other Liens acceptable to the Collateral
Agent. The Mortgages or instruments related thereto shall be duly recorded or
filed in such manner and in such places as are required by law to establish,
perfect, preserve and protect the Liens in favor of the Collateral Agent
required to be granted pursuant to the Mortgages and all taxes, fees and other
charges payable in connection therewith shall be paid in full. Such Loan Party
shall

                                      -81-
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otherwise take such actions and execute and/or deliver to the Collateral Agent
such documents as the Administrative Agent or the Collateral Agent shall
reasonably require to confirm the validity, perfection and priority of the Lien
of any existing Mortgage or new Mortgage against such after-acquired Real
Property (including a Title Policy, a Survey and local counsel opinion (in form
and substance reasonably satisfactory to the Administrative Agent and the
Collateral Agent) in respect of such Mortgage).

          SECTION 5.11    SECURITY INTERESTS; FURTHER ASSURANCES. Promptly, upon
the reasonable request of the Administrative Agent, the Collateral Agent or any
Lender, at Borrower's expense, execute, acknowledge and deliver, or cause the
execution, acknowledgment and delivery of, and thereafter register, file or
record, or cause to be registered, filed or recorded, in an appropriate
governmental office, any document or instrument supplemental to or confirmatory
of the Security Documents in accordance with the terms thereof or otherwise
deemed by the Administrative Agent or the Collateral Agent reasonably necessary
or desirable for the continued validity, perfection and priority of the Liens on
the Collateral covered thereby subject to no other Liens except as permitted by
the applicable Security Document or Permitted Liens, or use commercially
reasonable efforts to obtain any consents or waivers as may be necessary or
appropriate in connection therewith. Deliver or cause to be delivered to the
Administrative Agent and the Collateral Agent from time to time such other
documentation, consents, authorizations, approvals and orders in form and
substance reasonably satisfactory to the Administrative Agent and the Collateral
Agent as the Administrative Agent and the Collateral Agent shall reasonably deem
necessary to perfect or maintain the Liens on the Collateral pursuant to the
Security Documents. Upon the exercise by the Administrative Agent, the
Collateral Agent or any Lender of any power, right, privilege or remedy pursuant
to any Loan Document which requires any consent, approval, registration,
qualification or authorization of any Governmental Authority, such Loan Party
shall execute and deliver all applications, certifications, instruments and
other documents and papers that the Administrative Agent, the Collateral Agent
or such Lender may require. If the Administrative Agent, the Collateral Agent or
the Required Lenders determine that they are required by law or regulation to
have appraisals prepared in respect of the Real Property of any Loan Party
constituting Collateral, Borrower shall provide to the Administrative Agent
appraisals that satisfy the applicable requirements of the Real Estate Appraisal
Reform Amendments of FIRREA and are otherwise in form and substance satisfactory
to the Administrative Agent and the Collateral Agent.

          SECTION 5.12    INFORMATION REGARDING COLLATERAL. (a) Not effect any
change (i) in any Loan Party's legal name, (ii) in the location of any Loan
Party's chief executive office, (iii) in any Loan Party's identity or
organizational structure, (iv) in any Loan Party's Federal Taxpayer
Identification Number or organizational identification number, if any, or (v) in
any Loan Party's jurisdiction of organization (in each case, including by
merging with or into any other entity, reincorporating, dissolving, liquidating,
reorganizing or organizing in any other jurisdiction), until (A) it shall have
given the Collateral Agent and the Administrative Agent not less than 30 days'
prior written notice (in the form of an Officers' Certificate), or such lesser
notice period agreed to by the Collateral Agent, of its intention so to do,
clearly describing such change and providing such other information in
connection therewith as the Collateral Agent or the Administrative Agent may
reasonably request and (B) it shall have taken all action reasonably
satisfactory to the Collateral Agent to maintain the perfection and priority of
the security interest of the Collateral Agent for the benefit of the Secured
Parties in the Collateral, if applicable. Each Loan Party agrees to promptly
provide the Collateral Agent with certified Organizational Documents reflecting
any of the changes described in the preceding sentence. Each Loan Party also
agrees to promptly notify the Collateral Agent of any change in the location of
any office in which it maintains books or records relating to Collateral owned
by it or any office or facility at which Collateral is located (including the
establishment of any such new office or facility), other than changes in
location to a Mortgaged Property or a leased property subject to a Landlord
Access Agreement.

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          (b)      Concurrently with the delivery of financial statements
pursuant to SECTION 5.01(a), deliver to the Administrative Agent and the
Collateral Agent a certificate of a Financial Officer and the chief legal
officer of Borrower certifying that all UCC financing statements (including
fixture filings, as applicable) or other appropriate filings, recordings or
registrations, including all refilings, rerecordings and reregistrations,
containing a description of the Collateral have been filed of record in each
governmental, municipal or other appropriate office in each jurisdiction
necessary to protect and perfect the security interests and Liens under the
Security Documents for a period of not less than 12 months after the date of
such certificate (except as noted therein with respect to any continuation
statements to be filed within such period).

          SECTION 5.13    POST-CLOSING DELIVERIES. Furnish to the Administrative
Agent all of the items set forth in the Post-Closing Deliveries Letter on the
terms set forth therein.

                                   ARTICLE VI

                               NEGATIVE COVENANTS

          Each Loan Party warrants, covenants and agrees with each Lender that,
so long as this Agreement shall remain in effect and until the Commitments have
been terminated and the principal of and interest on each Loan, all Fees and all
other expenses or amounts payable under any Loan Document (other than contingent
indemnity obligations) have been paid in full and all Letters of Credit have
been canceled or have expired and all amounts drawn thereunder have been
reimbursed in full, unless the Required Lenders shall otherwise consent in
writing, no Loan Party will, nor will they cause or permit any Subsidiaries to:

          SECTION 6.01    INDEBTEDNESS. Incur, create, assume or permit to
exist, directly or indirectly, any Indebtedness, except

          (a)      Indebtedness incurred under this Agreement and the other Loan
     Documents;

          (b)      (i) Indebtedness outstanding on the Closing Date and listed
     on SCHEDULE 6.01(b), (ii) refinancings or renewals thereof; PROVIDED that
     (A) any such refinancing Indebtedness is in an aggregate principal amount
     not greater than the aggregate principal amount of the Indebtedness being
     renewed or refinanced, PLUS the amount of any premiums required to be paid
     thereon and reasonable fees and expenses associated therewith, (B) such
     refinancing Indebtedness has a later or equal final maturity and longer or
     equal weighted average life than the Indebtedness being renewed or
     refinanced and (C) the covenants, events of default, subordination and
     other provisions thereof (including any guarantees thereof) shall be, in
     the aggregate, not materially less favorable to the Lenders than those
     contained in the Indebtedness being renewed or refinanced and (iii) the
     Senior Notes and Senior Note Guarantees (including any notes and guarantees
     issued in exchange therefor in accordance with the registration rights
     document entered into in connection with the issuance of the Senior Notes
     and Senior Note Guarantees); PROVIDED, that the aggregate principal amount
     of the Senior Notes and Senior Note Guarantees may be increased by an
     amount not to exceed, together with any Permitted Subordinated Debt
     permitted under SECTION 6.01(m), $10,000,000 so long as the Net Cash
     Proceeds of such increase are used as Acquisition Consideration for
     Permitted Acquisitions;

          (c)      Indebtedness under Hedging Obligations that are designed to
     protect against fluctuations in interest rates, foreign currency exchange
     rates or commodity prices, in each case not

                                      -83-
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     entered into for speculative purposes; PROVIDED that if such Hedging
     Obligations relate to interest rates, (a) such Hedging Obligations relate
     to payment obligations on Indebtedness otherwise permitted to be incurred
     by the Loan Documents and (b) the notional principal amount of such Hedging
     Obligations at the time incurred does not exceed the principal amount of
     the Indebtedness to which such Hedging Obligations relate;

          (d)      Indebtedness permitted by SECTION 6.04(f), (s), (t) and (v).

          (e)      Indebtedness in respect of Purchase Money Obligations and
     Capital Lease Obligations, and refinancings or renewals thereof, in an
     aggregate amount not to exceed $5,000,000 at any time outstanding;

          (f)      Indebtedness incurred by Foreign Subsidiaries from time to
     time after the Closing Date so long as the aggregate principal amount of
     all Indebtedness (including trade letters of credit) incurred pursuant to
     this SECTION 6.01(f) at any time outstanding does not exceed $7,500,000;

          (g)      Indebtedness in respect of bid, appeal, performance or surety
     bonds issued for the account of any Company in the ordinary course of
     business, including guarantees or obligations of any Company with respect
     to letters of credit supporting such bid, performance or surety obligations
     (in each case other than for an obligation for money borrowed), in an
     aggregate amount not to exceed $20,000,000 at any time outstanding;

          (h)      Contingent Obligations of any Company in respect of
     Indebtedness otherwise permitted under this SECTION 6.01;

          (i)      Indebtedness arising from the honoring by a bank or other
     financial institution of a check, draft or similar instrument inadvertently
     (except in the case of daylight overdrafts) drawn against insufficient
     funds in the ordinary course of business; PROVIDED, HOWEVER, that such
     Indebtedness is extinguished within five Business Days of incurrence;

          (j)      Indebtedness arising in connection with endorsement of
     instruments for deposit in the ordinary course of business;

          (k)      other Indebtedness of any Company in an aggregate amount not
     to exceed $15,000,000 at any time outstanding;

          (l)      (i) Indebtedness of Borrower or any of its Subsidiaries
     assumed in connection with acquisitions permitted by the Loan Documents (so
     long as such Indebtedness was not incurred in anticipation of such
     acquisition) and (ii) Indebtedness of newly acquired Subsidiaries of
     Borrower acquired in such acquisitions (so long as such Indebtedness was
     not incurred in anticipation of such acquisition), all of which
     Indebtedness permitted by this SECTION 6.01(l), together with Indebtedness
     permitted under SECTION 6.01(q), shall not exceed in the aggregate at any
     one time $10,000,000 outstanding;

          (m)      Permitted Subordinated Debt in an amount not to exceed,
     together with any additional Senior Notes permitted pursuant to the proviso
     to SECTION 6.01(b)(iii), $10,000,000 in the aggregate at any one time
     outstanding, so long as the Net Cash Proceeds therefrom are either applied
     in accordance with SECTION 2.10(d) or used as Acquisition Consideration for
     Permitted Acquisitions;

                                      -84-
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          (n)      Indebtedness consisting of deferred purchase price or notes
     issued to officers, directors and employees to purchase or redeem equity
     interests (or options or warrants or similar instruments) of Holdings;
     PROVIDED that the obligations thereunder are subordinated in all respects
     to the Obligations in the manner set forth in the Intercompany Note; and
     PROVIDED FURTHER that the aggregate amount of (i) all payments in respect
     of Indebtedness permitted under this SECTION 6.01(n) and (ii) all cash
     consideration paid by Holdings under SECTION 6.08(b) shall not exceed the
     maximum amount permitted under SECTION 6.08(b);

          (o)      Indebtedness incurred in connection with the financing of
     insurance premiums in an amount not to exceed $5,000,000 in the aggregate
     at any one time outstanding;

          (p)      Indebtedness in respect of netting services, and otherwise in
     connection with deposit accounts;

          (q)      Indebtedness of Borrower or any of its Subsidiaries owed to
     the seller in an acquisition permitted by the Loan Documents constituting
     part of the purchase price thereof, together with Indebtedness permitted by
     SECTION 6.01(l), in an aggregate amount not to exceed $10,000,000 at any
     time outstanding;

          (r)      Earnout Obligations in an amount not to exceed $5,000,000 in
     the aggregate; and

          (s)      Indebtedness arising from agreements providing for
     indemnification, adjustment of purchase price or similar obligations, or
     from guarantees or letters of credit, surety bonds or performance bonds
     securing the performance of such Loan Party pursuant to such agreements, in
     connection with acquisitions of any business, assets or Subsidiary of a
     Loan Party.

          SECTION 6.02    LIENS. Create, incur, assume or permit to exist,
directly or indirectly, any Lien on any property now owned or hereafter acquired
by it or on any income or revenues or rights in respect of any thereof, except
the following (collectively, the "PERMITTED LIENS"):

          (a)      Liens for taxes, assessments or governmental charges or
     levies not yet due and payable or delinquent and Liens for taxes,
     assessments or governmental charges or levies, which (i) are being
     contested in good faith by appropriate proceedings for which adequate
     reserves have been established in accordance with GAAP, which proceedings
     (or orders entered in connection with such proceedings) have the effect of
     preventing the forfeiture or sale of the property subject to any such Lien,
     or (ii) in the case of any such charge or claim which has or may become a
     Lien against any of the Collateral, such Lien and the contest thereof shall
     satisfy the Contested Collateral Lien Conditions;

          (b)      Liens in respect of property of any Company imposed by law or
     contract, which were incurred in the ordinary course of business and do not
     secure Indebtedness for borrowed money, such as carriers', warehousemen's,
     materialmen's, landlords', workmen's, suppliers', repairmen's and
     mechanics' Liens and other similar Liens arising in the ordinary course of
     business, and (i) which do not in the aggregate materially detract from the
     value of the property of the Companies, taken as a whole, and do not
     materially impair the use thereof in the operation of the business of the
     Companies, taken as a whole, (ii) which, if they secure obligations that
     are then due and unpaid, are being contested in good faith by appropriate
     proceedings for which adequate reserves have been established in accordance
     with GAAP, which proceedings (or orders entered in connection with such
     proceedings) have the effect of preventing the forfeiture or sale of the

                                      -85-
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     property subject to any such Lien, and (iii) in the case of any such Lien
     which has or may become a Lien against any of the Collateral, such Lien and
     the contest thereof shall satisfy the Contested Collateral Lien Conditions;

          (c)      any Lien in existence on the Closing Date and set forth on
     SCHEDULE 6.02(c) and any Lien granted as a replacement or substitute
     therefor; PROVIDED that any such replacement or substitute Lien (i) except
     as permitted by SECTION 6.01(b)(ii)(A), does not secure an aggregate amount
     of Indebtedness, if any, greater than that secured on the Closing Date and
     (ii) does not encumber any property other than the property subject thereto
     on the Closing Date (any such Lien, an "EXISTING LIEN");

          (d)      easements, rights-of-way, restrictions (including zoning
     restrictions), covenants, licenses, encroachments, protrusions and other
     similar charges or encumbrances, and minor title deficiencies on or with
     respect to any Real Property, in each case whether now or hereafter in
     existence, not (i) securing Indebtedness or (ii) individually or in the
     aggregate materially interfering with the ordinary conduct of the business
     of the Companies at such Real Property;

          (e)      Liens arising out of judgments, attachments or awards not
     resulting in an Event of Default and in respect of which such Company shall
     in good faith be prosecuting an appeal or proceedings for review in respect
     of which there shall be secured a subsisting stay of execution pending such
     appeal or proceedings and, in the case of any such Lien which has or may
     become a Lien against any of the Collateral, such Lien and the contest
     thereof shall satisfy the Contested Collateral Lien Conditions;

          (f)      Liens (other than any Lien imposed by ERISA) (x) imposed by
     law or deposits made in connection therewith in the ordinary course of
     business in connection with workers' compensation, unemployment insurance
     and other types of social security legislation, (y) incurred in the
     ordinary course of business to secure the performance of tenders, statutory
     obligations (other than excise taxes), surety, stay, customs and appeal
     bonds, statutory bonds, bids, leases, government contracts, trade
     contracts, performance and return of money bonds and other similar
     obligations (exclusive of obligations for the payment of borrowed money),
     in each case under this clause (y) only to the extent such obligations are
     permitted under SECTION 6.01(g) or (z) arising by virtue of deposits made
     in the ordinary course of business to secure liability for premiums to
     insurance carriers, including to secure Indebtedness permitted under
     SECTION 6.01(o); PROVIDED that (i) with respect to clauses (x), (y) and (z)
     of this paragraph (f), such Liens are for amounts not yet due and payable
     or delinquent or, to the extent such amounts are so due and payable, such
     amounts are being contested in good faith by appropriate proceedings for
     which adequate reserves have been established in accordance with GAAP,
     which proceedings (or orders entered in connection with such proceedings)
     have the effect of preventing the forfeiture or sale of the property
     subject to any such Lien, (ii) to the extent such Liens are not imposed by
     law, such Liens shall in no event encumber any property other than cash and
     Cash Equivalents, (iii) in the case of any such Lien against any of the
     Collateral, such Lien and the contest thereof shall satisfy the Contested
     Collateral Lien Conditions and (iv) in the case of Liens in respect of
     surety bonds permitted under clause (y) of this paragraph (f), such Liens
     shall only secure the project for which such surety bonds were obtained;

          (g)      Leases or subleases of the properties of any Company, in each
     case entered into in the ordinary course of such Company's business;

                                      -86-
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          (h)      Liens arising out of conditional sale, title retention,
     consignment or similar arrangements for the sale of goods entered into by
     any Company in the ordinary course of business in accordance with the past
     practices of such Company;

          (i)      Liens securing Indebtedness incurred pursuant to SECTION
     6.01(e); PROVIDED that any such Liens attach only to the property being
     financed pursuant to such Indebtedness and do not encumber any other
     property of any Company;

          (j)      bankers' Liens, rights of setoff and other similar Liens
     existing solely with respect to cash and Cash Equivalents on deposit in one
     or more accounts maintained by any Company, in each case granted in the
     ordinary course of business in favor of the bank or banks with which such
     accounts are maintained, securing amounts owing to such bank with respect
     to cash management and operating account arrangements, including those
     involving pooled accounts and netting arrangements; PROVIDED that, unless
     such Liens are non-consensual and arise by operation of law, in no case
     shall any such Liens secure (either directly or indirectly) the repayment
     of any Indebtedness;

          (k)      Liens on property of a person existing at the time such
     person is acquired or merged with or into or consolidated with any Company
     to the extent permitted hereunder (and not created in anticipation or
     contemplation thereof); PROVIDED that such Liens do not extend to property
     not subject to such Liens at the time of acquisition (other than
     improvements thereon) and are no more favorable to the lienholders than
     such existing Lien;

          (l)      Liens granted pursuant to the Security Documents to secure
     the Obligations;

          (m)      licenses or sublicenses of Intellectual Property granted by
     any Company in the ordinary course of business and not interfering in any
     material respect with the ordinary conduct of business of the Companies;

          (n)      the filing of UCC financing statements solely as a
     precautionary measure in connection with operating leases or consignment of
     goods;

          (o)      Liens securing Indebtedness incurred pursuant to SECTION
     6.01(f); PROVIDED that such Liens extend only to the property (or Equity
     Interests, other than Collateral) of a Foreign Subsidiary;

          (p)      the existence of the "equal and ratable" clause in the Senior
     Note Documents (but not any security interests granted pursuant thereto);

          (q)      Liens in connection with Hedging Agreements permitted under
     SECTION 6.01(c);

          (r)      Liens attaching solely to cash earnest money deposits in
     connection with any letter of intent or purchase agreement in connection
     with a Permitted Acquisition;

          (s)      Liens on insurances policies and the proceeds thereof
     securing the financing of the premiums with respect thereto;

          (t)      Liens securing reimbursement obligations in respect of
     documentary letters of credit or bankers' acceptances; PROVIDED that such
     Liens attach only to the documents, the goods covered thereby and the
     proceeds thereof;

                                      -87-
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          (u)      Liens in favor of customs and revenues authorities which
     secure payment of customs duties in connection with the importation of
     goods;

          (v)      Liens deemed to exist in connection with permitted repurchase
     obligations or set-off rights;

          (w)      Replacement, extension or renewal of any Lien permitted by
     SECTIONS 6.02(i) or 6.02 (o) on the same property theretofore subject
     thereto; and

          (x)      Liens incurred with respect to obligations that do not in the
     aggregate exceed $10,000,000 at any time outstanding; PROVIDED that not
     more than $5,000,000 at any time outstanding of such Liens may extend to
     property of a Company that is organized under the laws of the United States
     or any state thereof or the District of Columbia, so long as such Liens, to
     the extent covering any Collateral, are junior to the Liens granted
     pursuant to the Security Documents;

PROVIDED, HOWEVER, that no consensual Liens shall be permitted to exist,
directly or indirectly, on any Securities Collateral, other than Liens granted
pursuant to the Security Documents.

          SECTION 6.03    SALE AND LEASEBACK TRANSACTIONS. Enter into any
arrangement, directly or indirectly, with any person whereby it shall sell or
transfer any property, real or personal, used or useful in its business, whether
now owned or hereafter acquired, and thereafter rent or lease such property or
other property which it intends to use for substantially the same purpose or
purposes as the property being sold or transferred (a "SALE AND LEASEBACK
TRANSACTION") unless (i) the sale of such property is permitted by SECTION 6.06
and (ii) any Liens arising in connection with its use of such property are
permitted by SECTION 6.02.

          SECTION 6.04    INVESTMENTS, LOANS AND ADVANCES. Directly or
indirectly, lend money or credit (by way of guarantee or otherwise) or make
advances to any person, or purchase or acquire any stock, bonds, notes,
debentures or other obligations or securities of, or any other interest in, or
make any capital contribution to, any other person, or purchase or own a futures
contract or otherwise become liable for the purchase or sale of currency or
other commodities at a future date in the nature of a futures contract (all of
the foregoing, collectively, "INVESTMENTS"), except that the following shall be
permitted:

          (a)      the Companies may consummate the Transactions in accordance
     with the provisions of the Transaction Documents;

          (b)      Investments outstanding on the Closing Date and identified on
     SCHEDULE 6.04(b) and Investments made with the proceeds thereof;

          (c)      the Companies may (i) acquire and hold accounts receivables
     owing to any of them if created or acquired in the ordinary course of
     business and payable or dischargeable in accordance with customary terms,
     (ii) invest in, acquire and hold cash and Cash Equivalents, (iii) endorse
     negotiable instruments held for collection in the ordinary course of
     business, (iv) make lease, utility and other similar deposits in the
     ordinary course of business or (v) make prepayments (other than with
     respect to Senior Notes and Permitted Subordinated Debt) and deposits in
     the ordinary course of business;

          (d)      Hedging Obligations incurred pursuant to SECTION 6.01(c);

                                      -88-
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          (e)      loans and advances to directors, employees and officers of
     Borrower and the Subsidiaries for BONA FIDE business purposes and to
     purchase Equity Interests of Holdings, in aggregate amount not to exceed
     $1,000,000 at any time outstanding;

          (f)      Investments (i) by Borrower in any Subsidiary Guarantor, (ii)
     by any Company in Borrower or any Subsidiary Guarantor, (iii) by a
     Subsidiary Guarantor in another Subsidiary Guarantor, (iv) by a Subsidiary
     that is not a Subsidiary Guarantor in any other Subsidiary that is not a
     Subsidiary Guarantor and (v) in the form of loans or advances by Borrower
     or any Subsidiary Guarantor in any Foreign Subsidiary that is not a
     Subsidiary Guarantor, together with Asset Sales permitted under SECTION
     6.06(l), of up to an aggregate of $20,000,000; PROVIDED that any Investment
     in the form of a loan or advance shall be evidenced by an Intercompany Note
     and, in the case of a loan or advance by a Loan Party, pledged by such Loan
     Party as Collateral pursuant to the Security Documents;

          (g)      Investments in securities or other assets of trade creditors
     or customers in the ordinary course of business and consistent with such
     Company's past practices that are received in settlement of BONA FIDE
     disputes or pursuant to any plan of reorganization or liquidation or
     similar arrangement upon the bankruptcy or insolvency of such trade
     creditors or customers;

          (h)      Investments made by Borrower or any Subsidiary as a result of
consideration received in connection with an Asset Sale made in compliance with
SECTION 6.06;

          (i)      Permitted Acquisitions;

          (j)      to the extent permitted by applicable law, Loan Parties may
     accept notes from officers and employees in exchange for Equity Interests
     purchased by such officers or employees pursuant to a stock ownership or
     purchase plan or compensation plan of such Loan Party;

          (k)      earnest money required in connection with Permitted
     Acquisitions;

          (l)      Loan Parties may make guarantees permitted under SECTION
     6.01;

          (m)      any Company may make a loan or an investment that could
     otherwise be made as a distribution permitted under SECTION 6.08;

          (n)      any Company may hold Investments to the extent such
     Investments reflect an increase in the value of Investments;

          (o)      Investments in deposit accounts opened in the ordinary course
     of business;

          (p)      any Company may capitalize or forgive any Indebtedness owed
     to them by other Loan Parties;

          (q)      any Company may cancel, forgive, set-off, or accept
     prepayments with respect to debt, other obligations and/or equity
     securities to the extent not otherwise prohibited by the terms of this
     Agreement;

          (r)      Investments acquired in connection with Permitted
     Acquisitions;

                                      -89-
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          (s)      Investments in Foreign Subsidiaries to the extent such will
     be substantially contemporaneously repaid in the form of a dividend;

          (t)      loans by Borrower or any Subsidiary to Holdings to make
     payments or further loans pursuant to the Indemnification Agreements;
     PROVIDED that the aggregate amount of such outstanding loans to Holdings
     and Dividends paid pursuant to SECTION 6.08(f) since the Closing Date shall
     not exceed $2,000,000 at any time;

          (u)      loans by Holdings pursuant to the Indemnification Agreements
     funded by (i) the Borrower or any Subsidiary as permitted hereunder or (ii)
     Excluded Issuances; and

          (v)      other Investments in an aggregate amount not to exceed
     $7,500,000 at any time outstanding, PLUS any proceeds of Excluded Issuances
     used to make Investments and Available Excess Cash Flow.

          The amount of any Investment shall be the initial amount of such
Investment less all repayments, returns, dividends and distributions received in
respect of such Investment and less all liabilities expressly assumed by another
person in connection with the sale of such Investment.

          SECTION 6.05    MERGERS AND CONSOLIDATIONS. Wind up, liquidate or
dissolve its affairs or enter into any transaction of merger or consolidation
(or agree to do any of the foregoing at any future time), except that the
following shall be permitted:

          (a)      the Transactions as contemplated by the Transaction
     Documents;

          (b)      Assets Sales in compliance with SECTION 6.06 (excluding
     SECTION 6.06(e));

          (c)      acquisitions in compliance with SECTION 6.07 (excluding
     SECTION 6.07(g));

          (d)      any Company may merge or consolidate with or into Borrower or
     any Subsidiary (as long as, with respect to any merger or consolidation
     involving Borrower or a Subsidiary Guarantor, Borrower or a Subsidiary
     Guarantor is the surviving person in such merger or consolidation and
     remains a Wholly Owned Subsidiary of Holdings); PROVIDED that the Lien on
     and security interest in such property granted or to be granted in favor of
     the Collateral Agent under the Security Documents shall be maintained or
     created in accordance with the provisions of SECTION 5.10 or SECTION 5.11,
     as applicable; and

          (e)      any Subsidiary may dissolve, liquidate or wind up its affairs
     at any time; PROVIDED that such dissolution, liquidation or winding up, as
     applicable, could not reasonably be expected to have a Material Adverse
     Effect.

          To the extent the Required Lenders waive the provisions of this
SECTION 6.05 with respect to the sale of any Collateral, or any Collateral is
sold as permitted by this SECTION 6.05, such Collateral (unless sold to a
Company) shall be sold free and clear of the Liens created by the Security
Documents, and the Agents shall take all actions they deem appropriate or
reasonably requested by Borrower in order to effect the foregoing.

          SECTION 6.06    ASSET SALES. Effect any Asset Sale, except that the
following shall be permitted:

                                      -90-
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          (a)      disposition of used, worn out, obsolete or surplus property
     by any Loan Party in the ordinary course of business and the abandonment or
     other disposition of Intellectual Property that is, in the reasonable
     judgment of Borrower, no longer economically practicable or commercially
     desirable to maintain or useful in the conduct of the business of the
     Companies taken as a whole;

          (b)      Asset Sales; PROVIDED that the aggregate consideration
     received in respect of all Asset Sales pursuant to this clause (b) shall be
     applied to the Loans as required by SECTION 2.10(c) and shall not exceed
     $7,500,000 in any four consecutive fiscal quarters of Borrower;

          (c)      leases, subleases, licenses and sublicenses of real or
     personal property in the ordinary course of business and in accordance with
     the applicable Security Documents;

          (d)      the Transactions as contemplated by the Transaction
     Documents;

          (e)      mergers and consolidations in compliance with SECTION 6.05;

          (f)      Investments in compliance with SECTION 6.04;

          (g)      discounts or forgiveness of (i) account receivables in the
     ordinary course of business or in connection with collection or compromise
     thereof, (ii) loans made by Holdings pursuant to the Indemnification
     Agreements and (iii) loans made by Borrower or any Subsidiary to Holdings
     pursuant to SECTION 6.04(t);

          (h)      sales of non-core assets acquired in connection with
     Permitted Acquisitions and permitted Investments, PROVIDED that, to the
     extent applicable thereto, the aggregate consideration received in respect
     of any sales pursuant to this clause (h) shall be applied to Loans as
     required under Section 2.10(c);

          (i)      use of cash in the ordinary course of business;

          (j)      any sale or other disposition (including cancellation of
     Indebtedness) of cash equivalents or any other permitted Investment;

          (k)      Permitted Liens; and

          (l)      Asset Sales from any Loan Party to any Foreign Subsidiary,
     PROVIDED that the aggregate consideration for such Asset Sales, together
     with any Investments permitted under SECTION 6.04(f)(v), shall not exceed
     $20,000,000.

          To the extent the Required Lenders waive the provisions of this
SECTION 6.06 with respect to the sale of any Collateral, or any Collateral is
sold as permitted by this SECTION 6.06, such Collateral (unless sold to a Loan
Party) shall be sold free and clear of the Liens created by the Security
Documents, and the Agents shall take all actions they deem appropriate in order
to effect the foregoing.

          SECTION 6.07    ACQUISITIONS. Purchase or otherwise acquire (in one or
a series of related transactions) any part of the property (whether tangible or
intangible) of any other person, except that the following shall be permitted:

                                      -91-
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          (a)      Capital Expenditures by Borrower and the Subsidiaries shall
     be permitted to the extent permitted by SECTION 6.10(d);

          (b)      purchases, licenses and other acquisitions of inventory,
     materials, equipment and intangible property in the ordinary course of
     business;

          (c)      Investments in compliance with SECTION 6.04;

          (d)      leases, subleases, licenses and sublicenses of real or
     personal property in the ordinary course of business and in accordance with
     the applicable Security Documents;

          (e)      the Transactions as contemplated by the Transaction
     Documents;

          (f)      Permitted Acquisitions; and

          (g)      mergers and consolidations in compliance with SECTION 6.05;

PROVIDED that the Lien on and security interest in such property granted or to
be granted in favor of the Collateral Agent under the Security Documents shall
be maintained or created in accordance with the provisions of SECTION 5.10 or
SECTION 5.11, as applicable.

          SECTION 6.08    DIVIDENDS. Authorize, declare or pay, directly or
indirectly, any Dividends with respect to any Company, except that the following
shall be permitted:

          (a)      Dividends by any Company to Borrower or any Wholly Owned
     Subsidiary of Borrower;

          (b)      (A) so long as no Default exists or would result therefrom,
     Borrower may make payments to Holdings, for the prompt subsequent use of
     such payments by Holdings to (i) repurchase or redeem Qualified Capital
     Stock of Holdings held by officers, directors or employees or former
     officers, directors or employees (or their transferees, estates or
     beneficiaries under their estates) of any Company, upon their death,
     disability, retirement, severance or termination of employment or service
     or (ii) make payments on Indebtedness permitted by SECTION 6.01(n) issued
     for the purpose of buying such Qualified Capital Stock and (B) Borrower may
     make payments to Holdings to permit Holdings to make payments or loans
     pursuant to the Indemnification Agreements; PROVIDED that the aggregate
     cash consideration paid for all such redemptions and payments during the
     term of this Agreement shall not exceed the sum of (x) $5,000,000, PLUS (y)
     the amount of any Net Cash Proceeds received by or contributed to Borrower
     from the issuance and sale since the issue date of Qualified Capital Stock
     of Holdings to officers, directors or employees of any Company that have
     not been used to make any repurchases, redemptions or payments under this
     clause (b), PLUS (z) the net cash proceeds of any "key-man" life insurance
     policies of any Company that have not been used to make any repurchases,
     redemptions or payments under this clause (b);

          (c)      to the extent actually used by Holdings to pay such taxes,
     costs and expenses, (A) payments by Borrower to or on behalf of Holdings in
     an amount sufficient to pay franchise taxes and other fees required to
     maintain the legal existence of Holdings and (B) payments by Borrower to or
     on behalf of Holdings in an amount sufficient to pay out-of-pocket legal,
     accounting and filing costs and other expenses in the nature of overhead in
     the ordinary course of business of

                                      -92-
<Page>

     Holdings, in the case of clauses (A) and (B) in an aggregate amount not to
     exceed $1,000,000 in any fiscal year;

          (d)      Permitted Tax Distributions by Borrower to Holdings, so long
     as Holdings uses such distributions to pay its taxes;

          (e)      Dividends paid by BTI Canada to its shareholders on a
     pro-rata basis.

          (f)      Dividends paid by Borrower to Holdings to permit Holdings to
     make payments or loans pursuant to the Indemnification Agreements; PROVIDED
     that the aggregate amount of such Dividends paid since the Closing Date and
     any loans outstanding pursuant to SECTION 6.04(t) shall not exceed
     $2,000,000 at any time;

          (g)      Holdings may make payments pursuant to the Indemnification
     Agreements; and

          (h)      Dividends as contemplated by the Transaction Documents.

          SECTION 6.09    TRANSACTIONS WITH AFFILIATES. Except as set forth on
SCHEDULE 6.09, enter into, directly or indirectly, any transaction or series of
related transactions, whether or not in the ordinary course of business, with
any Affiliate of any Company (other than between or among Borrower and one or
more Subsidiary Guarantors), other than on terms and conditions at least as
favorable to such Company as would reasonably be obtained by such Company at
that time in a comparable arm's-length transaction with a person other than an
Affiliate, except that the following shall be permitted:

          (a)      Dividends permitted by SECTION 6.08;

          (b)      Investments permitted by SECTIONS 6.04(e), (f), (j), (m),
     (s), (t), (u) and (v) (but for (v), only with respect to Investments made
     in Borrower and its Subsidiaries);

          (c)      reasonable and customary director, officer and employee
     compensation (including bonuses) and other benefits (including retirement,
     health, stock option and other benefit plans) and indemnification
     arrangements, in each case approved by the Board of Directors;

          (d)      transactions with customers, clients, suppliers, joint
     venture partners or purchasers or sellers of goods and services, in each
     case in the ordinary course of business and otherwise not prohibited by the
     Loan Documents;

          (e)      so long as no Event of Default exists under SECTIONS 8.01(a),
     (b), (g) or (h), the payment of fees to CHS Management in the amounts and
     at the times specified in the Management Agreement as in effect on the
     Closing Date or as thereafter amended or replaced in any manner, that,
     taken as a whole, is not more adverse to the interests of the Lenders in
     any material respect than such agreement as it was in effect on the Closing
     Date; PROVIDED that (i) payments of management fees under this clause (e)
     shall in any event not exceed $2,000,000 per fiscal year, (ii) during an
     Event of Default, such payments shall be deferred and be payable when such
     Event of Default is cured or waived and (iii) Sponsor shall be entitled to,
     and the Loan Parties shall be permitted to pay, indemnities and
     reimbursement for any expenses and costs incurred by Sponsor or CHS
     Management in connection with providing services under the Management
     Agreement at all times; PROVIDED that during an Event of Default, such
     indemnities and reimbursement shall be limited to reasonable out-of-pocket
     expenses and costs;

                                      -93-
<Page>

          (f)      the existence of, and the performance by any Loan Party of
     its obligations under the terms of, any limited liability company, limited
     partnership or other Organizational Document or securityholders agreement
     (including any registration rights agreement or purchase agreement related
     thereto) to which it is a party on the Closing Date and which has been
     disclosed to the Lenders, as in effect on the Closing Date, and similar
     agreements that it may enter into thereafter; PROVIDED, HOWEVER, that the
     existence of, or the performance by any Loan Party of obligations under,
     any amendment to any such existing agreement or any such similar agreement
     entered into after the Closing Date shall only be permitted by this SECTION
     6.09(f) to the extent not more adverse to the interest of the Lenders in
     any material respect, when taken as a whole, than any of such documents and
     agreements as in effect on the Closing Date;

          (g)      sales of Qualified Capital Stock to Affiliates of Borrower
     not otherwise prohibited by the Loan Documents and the granting of
     registration and other customary rights in connection therewith;

          (h)      any transaction with an Affiliate where the only
     consideration paid by any Loan Party is Qualified Capital Stock; and

          (i)      the Transactions as contemplated by the Transaction
     Documents.

          SECTION 6.10    FINANCIAL COVENANTS.

          (a)      MAXIMUM TOTAL LEVERAGE RATIO. Permit the Total Leverage Ratio
as of the last day of any Test Period ending during any period set forth in the
table below, to exceed the ratio set forth opposite such period in the table
below:

<Table>
<Caption>
                                                             TOTAL LEVERAGE
                    TEST PERIOD                                   RATIO
                    -----------                              --------------
       <S>                                                    <C>
       September 30, 2004  -   March 31, 2005                 5.25 to 1.0
       April 1, 2005    -      December 31, 2005              5.00 to 1.0
       January 1, 2006  -      December 31, 2006              4.75 to 1.0
       January 1, 2007  -      December 31, 2007              4.50 to 1.0
       January 1, 2008  -      December 31, 2008              4.25 to 1.0
       January 1, 2009  -      December 31, 2009              4.00 to 1.0
       January 1, 2010  -      Final Maturity Date            3.75 to 1.0
</Table>

          (b)      MINIMUM INTEREST COVERAGE RATIO. Permit the Consolidated
Interest Coverage Ratio, as of the last day of any Test Period ending during any
period set forth in the table below, to be less than the ratio set forth
opposite such period in the table below:

                                      -94-
<Page>

<Table>
<Caption>
                                                                INTEREST
                    TEST PERIOD                              COVERAGE RATIO
                    -----------                              --------------
       <S>                                                    <C>
       September 30, 2004   -  June 30, 2005                  1.85 to 1.0
       July 1, 2005      -     December 31, 2005              1.95 to 1.0
       January 1, 2006   -     June 30, 2006                  2.00 to 1.0
       July 1, 2006      -     December 31, 2006              2.05 to 1.0
       January 1, 2007   -     June 30, 2007                  2.10 to 1.0
       July 1, 2007      -     December 31, 2007              2.15 to 1.0
       January 1, 2008   -     June 30, 2008                  2.40 to 1.0
       July 1, 2008      -     December 31, 2008              2.50 to 1.0
       January 1, 2009   -     June 30, 2009                  2.60 to 1.0
       July 1, 2009      -     December 31, 2009              2.70 to 1.0
       January 1, 2010   -     Final Maturity Date            2.80 to 1.0
</Table>

          (c)      MINIMUM FIXED CHARGE COVERAGE RATIO. Permit the Consolidated
Fixed Charge Coverage Ratio, as of the last day of any Test Period ending during
any period in the table set forth below, to be less than the ratio set forth
opposite such period in the table below:

<Table>
<Caption>
                                                              FIXED CHARGE
                    TEST PERIOD                              COVERAGE RATIO
                    -----------                              --------------
       <S>                                                    <C>
       September 30, 2004  -   December 31, 2004              0.95 to 1.0
       January 1, 2005  -      December 31, 2005              1.05 to 1.0
       January 1, 2006  -      December 31, 2006              1.10 to 1.0
       January 1, 2007  -      December 31, 2007              1.20 to 1.0
       January 1, 2008  -      December 31, 2008              1.30 to 1.0
       January 1, 2009  -      December 31, 2009              1.40 to 1.0
       January 1, 2010  -      Final Maturity Date            1.50 to 1.0
</Table>

          (d)      LIMITATION ON CAPITAL EXPENDITURES. Permit the aggregate
amount of Capital Expenditures made in any period set forth below, to exceed the
amount set forth opposite such period below:

<Table>
<Caption>
                                                          AMOUNT (IN MIL-
                           PERIOD                             LIONS)
                           ------                         ---------------
       <S>                                                    <C>
       Closing Date     -      December 31, 2004              $  7.5
       January 1, 2005  -      December 31, 2005              $  8.5
</Table>

                                      -95-
<Page>

<Table>
<Caption>
                                                          AMOUNT (IN MIL-
                           PERIOD                             LIONS)
                           ------                         ---------------
       <S>                                                    <C>
       January 1, 2006  -      December 31, 2006              $  8.5
       January 1, 2007  -      December 31, 2007              $  9.0
       January 1, 2008  -      December 31, 2008              $  9.5
       January 1, 2009  -      Final Maturity Date            $ 10.0
</Table>

; PROVIDED, HOWEVER, that (x) if the aggregate amount of Capital Expenditures
made in any fiscal year shall be less than the maximum amount of Capital
Expenditures permitted under this SECTION 6.10(d) for such fiscal year (before
giving effect to any carryover), then 100% of the amount of such shortfall
(without giving effect to clause (z) below) may be added to the amount of
Capital Expenditures permitted under this SECTION 6.10(d) for the immediately
succeeding (but not any other) fiscal year, (y) in determining whether any
amount is available for carryover, the amount expended in any fiscal year shall
first be deemed to be from the amount allocated to such fiscal year (before
giving effect to any carryover) and (z) the amount set forth in the table above
for any period may be increased by the amount of Net Cash Proceeds of Excluded
Issuances designated for Capital Expenditures for such period during such
period.

     SECTION 6.11  PREPAYMENTS OF OTHER INDEBTEDNESS; MODIFICATIONS OF
ORGANIZATIONAL DOCUMENTS AND OTHER DOCUMENTS, ETC. Directly or indirectly:

          (a)      make (or give any notice or make any offer in respect
     thereof) any voluntary or optional payment (other than regularly scheduled
     interest payments) or prepayment on or redemption or acquisition for value
     of, or any prepayment or redemption as a result of any asset sale, change
     of control or similar event of, any Indebtedness outstanding under the
     Senior Notes or any Permitted Subordinated Debt, except (i) as otherwise
     permitted by this Agreement or (ii) in exchange for Equity Interests;

          (b)      amend or modify, or permit the amendment or modification of,
     any provision of any Transaction Document (other than the Loan Documents)
     or any documentation relating to Permitted Subordinated Debt in any manner
     that is adverse in any material respect to the interests of the Lenders; or

          (c)      terminate, amend, modify (including electing to treat any
     Pledged Interests (as defined in the Security Agreement) as a "security"
     under Section 8-103 of the UCC) or change any of its Organizational
     Documents (including by the filing or modification of any certificate of
     designation) or any agreement to which it is a party with respect to its
     Equity Interests (including any stockholders' agreement), or enter into any
     new agreement with respect to its Equity Interests, other than any such
     amendments, modifications or changes or such new agreements which are not
     adverse in any material respect to the interests of the Lenders; PROVIDED
     that Holdings may issue such Equity Interests, so long as such issuance is
     not prohibited by SECTION 6.13 or any other provision of this Agreement,
     and may amend its Organizational Documents to authorize any such Equity
     Interests.

          SECTION 6.12    LIMITATION ON CERTAIN RESTRICTIONS ON SUBSIDIARIES.
Directly or indirectly, create or otherwise cause or suffer to exist or become
effective any consensual encumbrance or restriction on the ability of any
Subsidiary to (a) pay dividends or make any other distributions on its

                                      -96-
<Page>

capital stock or any other interest or participation in its profits owned by
Borrower or any Subsidiary, or pay any Indebtedness owed to Borrower or a
Subsidiary, (b) make loans or advances to Borrower or any Subsidiary or (c)
transfer any of its properties to Borrower or any Subsidiary, except for such
encumbrances or restrictions existing under or by reason of (i) applicable law;
(ii) this Agreement and the other Loan Documents; (iii) the Senior Note
Documents as in effect on the Closing Date; (iv) customary provisions
restricting subletting or assignment of any lease governing a leasehold interest
of a Subsidiary; (v) customary provisions restricting assignment of any
agreement entered into in the ordinary course of business; (vi) any holder of a
Lien permitted by SECTION 6.02 restricting the transfer of the property subject
thereto; (vii) customary restrictions and conditions contained in any agreement
relating to the sale of any property permitted under SECTION 6.06 pending the
consummation of such sale; (viii) any agreement in effect at the time such
Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not
entered into in connection with or in contemplation of such person becoming a
Subsidiary of Borrower; (ix) in the case of any joint venture which is not a
Loan Party, restrictions in such person's Organizational Documents or pursuant
to any joint venture agreement or stockholders agreements solely to the extent
of the Equity Interests of or property held in the subject joint venture or
other entity; (x) Indebtedness of Foreign Subsidiaries; (xi) the BTI Canada
Shareholders Agreement; (xii) Indebtedness permitted by SECTIONS 6.01(f), (k),
(l), (m) or (q), PROVIDED that such encumbrances or restrictions are not more
restrictive in any material respect than those contained in the Loan Documents;
or (xiii) any encumbrances or restrictions imposed by any amendments or
refinancings that are otherwise permitted by the Loan Documents of the
contracts, instruments or obligations referred to in clauses (iii), (viii) or
(xii) above; PROVIDED that such amendments or refinancings are not more
restrictive in any material respect with respect to such encumbrances and
restrictions than those prior to such amendment or refinancing.

          SECTION 6.13    LIMITATION ON ISSUANCE OF CAPITAL STOCK. (a) With
respect to Holdings, issue any Equity Interest that is not Qualified Capital
Stock.

          (b)      With respect to Borrower or any Subsidiary, issue any Equity
Interest (including by way of sales of treasury stock) or any options or
warrants to purchase, or securities convertible into or exchangeable for, any
Equity Interest, except (i) for stock splits, stock dividends and additional
issuances of Equity Interests which do not decrease the percentage ownership of
Borrower or any Subsidiaries in any class of the Equity Interest of such
Subsidiary; (ii) Subsidiaries of Borrower formed after the Closing Date in
accordance with SECTION 6.14 may issue Equity Interests to Borrower or the
Subsidiary of Borrower which is to own such Equity Interests; (iii) Borrower may
issue common stock that is Qualified Capital Stock to Holdings; and (iv) the
issuance of qualifying shares to directors or as otherwise required by law. All
Equity Interests issued in accordance with this SECTION 6.13(b) shall, to the
extent required by SECTIONS 5.10 and 5.11 or any Security Agreement, be
delivered to the Collateral Agent for pledge pursuant to the applicable Security
Agreement.

          SECTION 6.14    LIMITATION ON CREATION OF SUBSIDIARIES. Establish,
create or acquire any additional Subsidiaries without the prior written consent
of the Required Lenders; PROVIDED that, without such consent, Borrower and its
Subsidiaries may (i) establish or create one or more Wholly Owned Subsidiaries
of Borrower, (ii) establish, create or acquire one or more Subsidiaries in
connection with an Investment made pursuant to SECTION 6.04 or (iii) acquire one
or more Subsidiaries in connection with a Permitted Acquisition, so long as, in
each case, SECTION 5.10(b) shall be complied with.

          SECTION 6.15    BUSINESS. (a) With respect to Holdings, engage in any
business activities or have any properties or liabilities, other than (i) its
ownership of the Equity Interests of Borrower, (ii) obligations under the Loan
Documents and Indebtedness otherwise permitted hereunder and

                                      -97-
<Page>

(iii) activities and properties incidental to the foregoing clauses (i) and (ii)
and maintenance of its corporate existence.

          (b)      With respect to Borrower and the Subsidiaries, engage
(directly or indirectly) in any business other than those businesses in which
Borrower and its Subsidiaries are engaged on the Closing Date as described in
the Confidential Information Memorandum (or, in the good faith judgment of the
Board of Directors, which are substantially related or complementary thereto or
are reasonable extensions thereof).

     SECTION 6.16  LIMITATION ON ACCOUNTING CHANGES. Make or permit any material
change in accounting policies or reporting practices without the consent of the
Required Lenders, which consent shall not be unreasonably withheld, except
changes that are required by GAAP.

          SECTION 6.17    FISCAL YEAR. Change its fiscal year-end to a date
other than December 31.

          SECTION 6.18    NO FURTHER NEGATIVE PLEDGE. Enter into any agreement,
instrument, deed or lease which prohibits or limits the ability of any Loan
Party to create, incur, assume or suffer to exist any Lien upon any of their
respective properties or revenues, whether now owned or hereafter acquired, or
which requires the grant of any security for an obligation if security is
granted for another obligation, except the following: (1) this Agreement and the
other Loan Documents; (2) covenants in documents creating Liens permitted by
SECTION 6.02 prohibiting further Liens on the properties encumbered thereby; (3)
the Senior Note Documents as in effect on the Closing Date; (4) any other
agreement that does not restrict in any manner (directly or indirectly) Liens
created pursuant to the Loan Documents on any Collateral securing the
Obligations and does not require the direct or indirect granting of any Lien
securing any Indebtedness or other obligation by virtue of the granting of Liens
on or pledge of property of any Loan Party to secure the Obligations; and (5)
any prohibition or limitation that (a) exists pursuant to applicable law, (b)
consists of customary restrictions and conditions contained in any agreement
relating to the sale of any property permitted under SECTION 6.06 pending the
consummation of such sale, (c) restricts subletting or assignment of any lease
governing a leasehold interest of Borrower or a Subsidiary, (d) exists in any
agreement in effect at the time such Subsidiary becomes a Subsidiary of
Borrower, so long as such agreement was not entered into in contemplation of
such person becoming a Subsidiary, (e) exists in any agreement governing
Indebtedness permitted by SECTIONS 6.01(f), (k), (l), (m) or (q), PROVIDED that
such prohibition or limitation is not more restrictive in any material respect
than those contained in the Loan Documents, or (f) is imposed by any amendments
or refinancings that are otherwise permitted by the Loan Documents of the
contracts, instruments or obligations referred to in clause (3), (5)(e) or
(5)(f); PROVIDED that such amendments and refinancings are not more restrictive
in any material respect with respect to such prohibitions and limitations than
those prior to such amendment or refinancing.

          SECTION 6.19    ANTI-TERRORISM LAW; ANTI-MONEY LAUNDERING. (a)
Directly or indirectly, (i) knowingly conduct any business or engage in making
or receiving any contribution of funds, goods or services to or for the benefit
of any person described in SECTION 3.22, (ii) knowingly deal in, or otherwise
engage in any transaction relating to, any property or interests in property
blocked pursuant to the Executive Order or any other Anti-Terrorism Law, or
(iii) knowingly engage in or conspire to engage in any transaction that evades
or avoids, or has the purpose of evading or avoiding, or attempts to violate,
any of the prohibitions set forth in any Anti-Terrorism Law (and the Loan
Parties shall deliver to the Lenders any certification or other evidence
requested from time to time by any Lender in its reasonable discretion,
confirming the Loan Parties' compliance with this SECTION 6.19).

                                      -98-
<Page>

          (b)      Cause or permit any of the funds of such Loan Party that are
used to repay the Loans to be derived from any unlawful activity with the result
that the making of the Loans would be in violation of law.

          SECTION 6.20    EMBARGOED PERSON. Cause or permit (a) any of the funds
or properties of the Loan Parties that are used to repay the Loans to constitute
property of, or be beneficially owned directly or indirectly by, any person
subject to sanctions or trade restrictions under United States law ("EMBARGOED
PERSON" or "EMBARGOED PERSONS") that is identified on (1) the "List of Specially
Designated Nationals and Blocked Persons" (the "SDN LIST") maintained by OFAC
and/or on any other similar list ("OTHER LIST") maintained by OFAC pursuant to
any authorizing statute including, but not limited to, the International
Emergency Economic Powers Act, 50 U.S.C. Sections 1701 ET SEQ., The Trading with
the Enemy Act, 50 U.S.C. App. 1 ET SEQ., and any Executive Order or regulation
promulgated thereunder, with the result that the investment in the Loan Parties
(whether directly or indirectly) is prohibited by law, or the Loans made by the
Lenders would be in violation of law, or (2) the Executive Order, any related
enabling legislation or any other similar Executive Orders (collectively,
"EXECUTIVE ORDERS"), or (b) any Embargoed Person to have any direct or indirect
interest of any nature whatsoever in the Loan Parties, with the result that the
investment in the Loan Parties (whether directly or indirectly) is prohibited by
law or the Loans are in violation of law.

     SECTION 6.21  DELAWARE TRUST CAPITAL ACCOUNT. Cause or permit the funds
held in that certain account with Delaware Trust Capital (Account # 6728015209)
to exceed $25,000 at any time.

                                   ARTICLE VII

                                    GUARANTEE

          SECTION 7.01    THE GUARANTEE. The Guarantors hereby jointly and
severally guarantee, as primary obligors and not as sureties to each Secured
Party and their respective successors and assigns, the prompt payment in full
when due (whether at stated maturity, by required prepayment, declaration,
demand, by acceleration or otherwise) of the principal of and interest
(including any interest, fees, costs or charges that would accrue but for the
provisions of Title 11 of the United States Code after any bankruptcy or
insolvency petition under Title 11 of the United States Code) on the Loans made
by the Lenders to, and the Notes held by each Lender of, Borrower, and all other
Obligations from time to time owing to the Secured Parties by any Loan Party
under any Loan Document in each case strictly in accordance with the terms
thereof (such obligations being herein collectively called the "GUARANTEED
OBLIGATIONS"). The Guarantors hereby jointly and severally agree that if
Borrower or other Guarantor(s) shall fail to pay in full when due (whether at
stated maturity, by acceleration or otherwise) any of the Guaranteed
Obligations, the Guarantors will promptly pay the same in cash, without any
demand or notice whatsoever, and that in the case of any extension of time of
payment or renewal of any of the Guaranteed Obligations, the same will be
promptly paid in full when due (whether at extended maturity, by acceleration or
otherwise) in accordance with the terms of such extension or renewal.

          SECTION 7.02    OBLIGATIONS UNCONDITIONAL. The obligations of the
Guarantors under SECTION 7.01 shall constitute a guaranty of payment and to the
fullest extent permitted by applicable law, are absolute, irrevocable and
unconditional, joint and several, irrespective of the value, genuineness,
validity, regularity or enforceability of the Guaranteed Obligations of Borrower
under this Agreement, the Notes, if any, or any other agreement or instrument
referred to herein or therein, or any substitution, release or exchange of any
other guarantee of or security for any of the Guaranteed Obligations, and,
irre-

                                      -99-
<Page>

spective of any other circumstance whatsoever that might otherwise constitute a
legal or equitable discharge or defense of a surety or Guarantor (except for
payment in full). Without limiting the generality of the foregoing, it is agreed
that the occurrence of any one or more of the following shall not alter or
impair the liability of the Guarantors hereunder which shall remain absolute,
irrevocable and unconditional under any and all circumstances as described
above:

          (i)      at any time or from time to time, without notice to the
     Guarantors, the time for any performance of or compliance with any of the
     Guaranteed Obligations shall be extended, or such performance or compliance
     shall be waived;

          (ii)     any of the acts mentioned in any of the provisions of this
     Agreement or the Notes, if any, or any other agreement or instrument
     referred to herein or therein shall be done or omitted;

          (iii)    the maturity of any of the Guaranteed Obligations shall be
     accelerated, or any of the Guaranteed Obligations shall be amended in any
     respect, or any right under the Loan Documents or any other agreement or
     instrument referred to herein or therein shall be amended or waived in any
     respect or any other guarantee of any of the Guaranteed Obligations or any
     security therefor shall be released or exchanged in whole or in part or
     otherwise dealt with;

          (iv)     any Lien or security interest granted to, or in favor of,
     Issuing Bank or any Lender or Agent as security for any of the Guaranteed
     Obligations shall fail to be perfected;

          (v)      the release of any other Guarantor pursuant to SECTION 7.09;

          (vi)     any bankruptcy, insolvency, reorganization, arrangement,
     readjustment, composition, liquidation or the like of any Loan Party; or

          (vii)    any exercise or non-exercise, or any waiver of any right,
     remedy, power or privilege under or in respect hereof or any Loan Document.

          The Guarantors hereby expressly waive diligence, presentment, demand
of payment, protest and all notices whatsoever, and any requirement that any
Secured Party exhaust any right, power or remedy or proceed against Borrower
under this Agreement or the Notes, if any, or any other agreement or instrument
referred to herein or therein, or against any other person under any other
guarantee of, or security for, any of the Guaranteed Obligations. The Guarantors
waive any and all notice of the creation, renewal, extension, waiver,
termination or accrual of any of the Guaranteed Obligations and notice of or
proof of reliance by any Secured Party upon this Guarantee or acceptance of this
Guarantee, and the Guaranteed Obligations, and any of them, shall conclusively
be deemed to have been created, contracted or incurred in reliance upon this
Guarantee, and all dealings between Borrower and the Secured Parties shall
likewise be conclusively presumed to have been had or consummated in reliance
upon this Guarantee. This Guarantee shall be construed as a continuing,
absolute, irrevocable and unconditional guarantee of payment without regard to
any right of offset with respect to the Guaranteed Obligations at any time or
from time to time held by Secured Parties, and the obligations and liabilities
of the Guarantors hereunder shall not be conditioned or contingent upon the
pursuit by the Secured Parties or any other person at any time of any right or
remedy against Borrower or against any other person which may be or become
liable in respect of all or any part of the Guaranteed Obligations or against
any collateral security or guarantee therefor or right of offset with respect
thereto. This Guarantee shall remain in full force and effect and be binding in
accordance with and to the extent of its terms upon the Guarantors and the
successors and assigns thereof, and shall inure to the benefit of the Lenders,
and their respective successors and as-

                                      -100-
<Page>

signs, notwithstanding that from time to time during the term of this Agreement
there may be no Guaranteed Obligations outstanding.

          SECTION 7.03    REINSTATEMENT. The obligations of the Guarantors under
this ARTICLE VII shall be automatically reinstated if and to the extent that for
any reason any payment by or on behalf of Borrower or any other Loan Party in
respect of the Guaranteed Obligations is rescinded or must be otherwise restored
by any holder of any of the Guaranteed Obligations, whether as a result of any
proceedings in bankruptcy or reorganization or otherwise.

          SECTION 7.04    SUBROGATION; SUBORDINATION. Each Guarantor hereby
agrees that until the indefeasible payment and satisfaction in full in cash of
all Guaranteed Obligations (other than contingent indemnity obligations) and the
expiration and termination of the Commitments of the Lenders under this
Agreement it shall waive any claim and shall not exercise any right or remedy,
direct or indirect, arising by reason of any performance by it of its guarantee
in SECTION 7.01, whether by subrogation or otherwise, against Borrower or any
other Guarantor of any of the Guaranteed Obligations or any security for any of
the Guaranteed Obligations. Any Indebtedness of any Loan Party permitted
pursuant to SECTION 6.01(d) shall be subordinated to such Loan Party's
Obligations in the manner set forth in the Intercompany Note evidencing such
Indebtedness.

          SECTION 7.05    REMEDIES. The Guarantors jointly and severally agree
that, as between the Guarantors and the Lenders, the obligations of Borrower
under this Agreement and the Notes, if any, may be declared to be forthwith due
and payable as provided in ARTICLE VIII (and shall be deemed to have become
automatically due and payable in the circumstances provided in said ARTICLE
VIII) for purposes of SECTION 7.01, notwithstanding any stay, injunction or
other prohibition preventing such declaration (or such obligations from becoming
automatically due and payable) as against Borrower and that, in the event of
such declaration (or such obligations being deemed to have become automatically
due and payable), such obligations (whether or not due and payable by Borrower)
shall forthwith become due and payable by the Guarantors for purposes of SECTION
7.01.

          SECTION 7.06    INSTRUMENT FOR THE PAYMENT OF MONEY. Each Guarantor
hereby acknowledges that the guarantee in this ARTICLE VII constitutes an
instrument for the payment of money, and consents and agrees that any Lender or
Agent, at its sole option, in the event of a dispute by such Guarantor in the
payment of any moneys due hereunder, shall have the right to bring a
motion-action under New York CPLR Section 3213.

          SECTION 7.07    CONTINUING GUARANTEE. The guarantee in this ARTICLE
VII is a continuing guarantee of payment, and shall apply to all Guaranteed
Obligations whenever arising.

          SECTION 7.08    GENERAL LIMITATION ON GUARANTEE OBLIGATIONS. In any
action or proceeding involving any state corporate, limited partnership or
limited liability company law, or any applicable state, federal or foreign
bankruptcy, insolvency, reorganization or other law affecting the rights of
creditors generally, if the obligations of any Guarantor under SECTION 7.01
would otherwise be held or determined to be void, voidable, invalid or
unenforceable, or subordinated to the claims of any other creditors, on account
of the amount of its liability under SECTION 7.01, then, notwithstanding any
other provision to the contrary, the amount of such liability shall, without any
further action by such Guarantor, any Loan Party or any other person, be
automatically limited and reduced to the highest amount that is valid and
enforceable and not subordinated to the claims of other creditors as determined
in such action or proceeding.

                                      -101-
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          SECTION 7.09    RELEASE OF GUARANTORS. If, in compliance with the
terms and provisions of the Loan Documents, all or substantially all of the
Equity Interests or property of any Guarantor are sold or otherwise transferred
(a "TRANSFERRED GUARANTOR") to a person or persons, none of which is Borrower or
another Company, such Transferred Guarantor shall, upon the consummation of such
sale or transfer, be released from its obligations under this Agreement
(including under SECTION 11.03 hereof) and its obligations to pledge and grant a
Lien upon any Collateral owned by it pursuant to any Security Document and, in
the case of a sale of all or substantially all of the Equity Interests of the
Transferred Guarantor, the pledge of such Equity Interests to the Collateral
Agent pursuant to the Security Agreements shall be released, and the Collateral
Agent shall take such actions as are necessary to effect each release described
in this SECTION 7.09 in accordance with the relevant provisions of the Security
Documents.

                                  ARTICLE VIII

                                EVENTS OF DEFAULT

          SECTION 8.01    EVENTS OF DEFAULT. Upon the occurrence and during the
continuance of the following events ("EVENTS OF DEFAULT"):

          (a)      default shall be made in the payment of any principal of any
     Loan or any Reimbursement Obligation when and as the same shall become due
     and payable, whether at the due date thereof (including a Term Loan
     Repayment Date) or at a date fixed for prepayment (whether voluntary or
     mandatory) thereof or by acceleration thereof or otherwise;

          (b)      default shall be made in the payment of any interest on any
     Loan or any Fee or any other amount (other than an amount referred to in
     paragraph (a) above) due under any Loan Document, when and as the same
     shall become due and payable, and such default shall continue unremedied
     for a period of five Business Days;

          (c)      any representation or warranty made or deemed made in or in
     connection with any Loan Document or the borrowings or issuances of Letters
     of Credit hereunder, or any representation, warranty, statement or
     information contained in any report, certificate, financial statement or
     other instrument furnished in connection with or pursuant to any Loan
     Document and which the Agent or any Lender reasonably deems to be material,
     shall prove to have been false or misleading in any material respect (or in
     any respect, if such representation and warranty is qualified as to
     "materiality" or "Material Adverse Effect") when so made, deemed made or
     furnished;

          (d)      default shall be made in the due observance or performance by
     any Company of any covenant, condition or agreement contained in SECTION
     5.02, 5.03(a) or 5.08 or in ARTICLE VI;

          (e)      default shall be made in the due observance or performance by
     any Company of any covenant, condition or agreement contained in any Loan
     Document (other than those specified in paragraphs (a), (b) or (d)
     immediately above) and such default shall continue unremedied or shall not
     be waived for a period of 30 days after written notice thereof from the
     Administrative Agent or any Lender to Borrower;

          (f)      any Company shall (i) fail to pay any principal or interest,
     regardless of amount, due in respect of any Indebtedness (other than the
     Obligations), when and as the same shall become due and payable beyond any
     applicable grace period, or (ii) fail to observe or perform any

                                      -102-
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     other term, covenant, condition or agreement contained in any agreement or
     instrument evidencing or governing any such Indebtedness if the effect of
     any failure referred to in this clause (ii) is to cause, or to permit the
     holder or holders of such Indebtedness or a trustee or other representative
     on its or their behalf (with or without the giving of notice, the lapse of
     time or both) to cause, such Indebtedness to become due prior to its stated
     maturity or become subject to a mandatory offer to purchase by the obligor;
     PROVIDED that it shall not constitute an Event of Default pursuant to this
     paragraph (f) unless the aggregate amount of all such Indebtedness referred
     to in clauses (i) and (ii) exceeds $5,000,000 at any one time (PROVIDED
     that, in the case of Hedging Obligations, the payment owed shall be counted
     for this purpose);

          (g)      an involuntary proceeding shall be commenced or an
     involuntary petition shall be filed in a court of competent jurisdiction
     seeking (i) relief in respect of any Company or of a substantial part of
     the property of any Company under Title 11 of the United States Code, as
     now constituted or hereafter amended, or any other federal, state or
     foreign bankruptcy, insolvency, receivership or similar law; (ii) the
     appointment of a receiver, trustee, custodian, sequestrator, conservator or
     similar official for any Company or for a substantial part of the property
     of any Company; or (iii) the winding-up or liquidation of any Company; and
     such proceeding or petition shall continue undismissed for 60 days or an
     order or decree approving or ordering any of the foregoing shall be
     entered;

          (h)      any Company shall (i) voluntarily commence any proceeding or
     file any petition seeking relief under Title 11 of the United States Code,
     as now constituted or hereafter amended, or any other federal, state or
     foreign bankruptcy, insolvency, receivership or similar law; (ii) consent
     to the institution of, or fail to contest in a timely and appropriate
     manner, any proceeding or the filing of any petition described in clause
     (g) above; (iii) apply for or consent to the appointment of a receiver,
     trustee, custodian, sequestrator, conservator or similar official for any
     Company or for a substantial part of the property of any Company; (iv) file
     an answer admitting the material allegations of a petition filed against it
     in any such proceeding; (v) make a general assignment for the benefit of
     creditors; (vi) become unable, admit in writing its inability or fail
     generally to pay its debts as they become due; (vii) take any action for
     the purpose of effecting any of the foregoing; or (viii) except as
     permitted under SECTION 6.05, wind up or liquidate;

          (i)      one or more judgments, orders or decrees for the payment of
     money in an aggregate amount in excess of $5,000,000 (in excess of
     insurance coverage with respect to which the insurer has acknowledged
     coverage) shall be rendered against any Company or any combination thereof
     and the same shall remain undischarged, unvacated or unbonded for a period
     of 60 consecutive days during which execution shall not be effectively
     stayed, or any action shall be legally taken by a judgment creditor to levy
     upon properties of any Company to enforce any such judgment;

          (j)      one or more ERISA Events or noncompliance with respect to any
     Foreign Plans shall have occurred that, in the opinion of the Required
     Lenders, when taken together with all other such ERISA Events and
     noncompliance with respect to Foreign Plans that have occurred, could
     reasonably be expected to result in liability of the Companies which could
     reasonably be expected to result in a Material Adverse Effect;

          (k)      other than with respect to de minimis items of Collateral not
     to exceed $100,000 in the aggregate, any security interest and Lien
     purported to be created by any Security Document shall cease to be in full
     force and effect (other than in accordance with its terms), or shall cease
     to

                                      -103-
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     give the Collateral Agent, for the benefit of the Secured Parties, the
     Liens, rights, powers and privileges purported to be created and granted
     under such Security Documents (including a perfected first priority
     security interest in and Lien on, all of the Collateral thereunder (except
     as otherwise expressly provided herein or in such Security Document,
     subject to Permitted Liens)) in favor of the Collateral Agent, or shall be
     asserted by Borrower or any other Loan Party not to be, a valid, perfected,
     first priority (except as otherwise expressly provided in this Agreement or
     such Security Document) security interest in or Lien on the Collateral
     covered thereby;

          (l)      any Loan Document or any material provisions thereof shall at
     any time and for any reason be declared by a court of competent
     jurisdiction to be null and void, or a proceeding shall be commenced by any
     Loan Party or any other person, or by any Governmental Authority, seeking
     to establish the invalidity or unenforceability thereof (exclusive of
     questions of interpretation of any provision thereof), or any Loan Party
     shall repudiate or deny any portion of its liability or obligation for the
     Obligations; or

          (m)      there shall have occurred a Change in Control;

then, and in every such event (other than an event with respect to Holdings or
Borrower described in paragraph (g) or (h) above), and at any time thereafter
during the continuance of such event, the Administrative Agent may, and at the
request of the Required Lenders, shall, by notice to Borrower, take either or
both of the following actions, at the same or different times: (i) terminate
forthwith the Commitments and (ii) declare the Loans and Reimbursement
Obligations then outstanding to be forthwith due and payable in whole or in
part, whereupon the principal of the Loans and Reimbursement Obligations so
declared to be due and payable, together with accrued interest thereon and any
unpaid accrued Fees and all other liabilities of Borrower accrued hereunder and
under any other Loan Document, shall become forthwith due and payable, without
presentment, demand, protest or any other notice of any kind, all of which are
hereby expressly waived by Borrower and the Guarantors, anything contained
herein or in any other Loan Document to the contrary notwithstanding; and in any
event, with respect to Holdings or Borrower described in paragraph (g) or (h)
above, the Commitments shall automatically terminate and the principal of the
Loans and Reimbursement Obligations then outstanding, together with accrued
interest thereon and any unpaid accrued Fees and all other liabilities of
Borrower accrued hereunder and under any other Loan Document, shall
automatically become due and payable, without presentment, demand, protest or
any other notice of any kind, all of which are hereby expressly waived by
Borrower and the Guarantors, anything contained herein or in any other Loan
Document to the contrary notwithstanding.

                                   ARTICLE IX

                       APPLICATION OF COLLATERAL PROCEEDS

          SECTION 9.01    APPLICATION OF PROCEEDS. The proceeds received by the
Collateral Agent in respect of any realization upon all or any part of the
Collateral pursuant to the exercise in accordance with the terms of the Loan
Documents by the Collateral Agent of its remedies during an Event of Default
shall be applied, in full or in part, together with any other sums then held by
the Collateral Agent pursuant to this Agreement, promptly by the Collateral
Agent as follows:

          (a)      FIRST, to the payment of all reasonable costs and expenses,
     fees, commissions and taxes of such sale, collection or other realization
     including compensation to the Collateral Agent and its agents and counsel,
     and all expenses, liabilities and advances made or incurred by the
     Collateral Agent in connection therewith and all amounts for which the
     Collateral Agent is entitled to

                                      -104-
<Page>

     indemnification pursuant to the provisions of any Loan Document, together
     with interest on each such amount at the highest rate then in effect under
     this Agreement from and after the date such amount is due, owing or unpaid
     until paid in full;

          (b)      SECOND, to the payment of all other reasonable costs and
     expenses of such sale, collection or other realization including
     compensation to the other Secured Parties and their agents and counsel and
     all costs, liabilities and advances made or incurred by the other Secured
     Parties in connection therewith, together with interest on each such amount
     at the highest rate then in effect under this Agreement from and after the
     date such amount is due, owing or unpaid until paid in full;

          (c)      THIRD, without duplication of amounts applied pursuant to
     clauses (a) and (b) above, to the payment in full in cash, PRO RATA, of
     interest and other amounts constituting Obligations (other than principal
     and Reimbursement Obligations) in each case equally and ratably in
     accordance with the respective amounts thereof then due and owing;

          (d)      FOURTH, to the payment in full in cash, PRO RATA, of
     principal amount of the Obligations (including Reimbursement Obligations);
     and

          (e)      FIFTH, the balance, if any, to the person lawfully entitled
     thereto (including the applicable Loan Party or its successors or assigns)
     or as a court of competent jurisdiction may direct.

          In the event that any such proceeds are insufficient to pay in full
the items described in clauses (a) through (e) of this SECTION 9.01, the Loan
Parties shall remain liable, jointly and severally, for any deficiency.

                                    ARTICLE X

                THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT

          SECTION 10.01   APPOINTMENT. Each Lender hereby irrevocably designates
and appoints each of the Administrative Agent and the Collateral Agent as an
agent of such Lender under this Agreement and the other Loan Documents. Each
Lender irrevocably authorizes each Agent, in such capacity, through its agents
or employees, to take such actions on its behalf under the provisions of this
Agreement and the other Loan Documents and to exercise such powers and perform
such duties as are expressly delegated to such Agent by the terms of this
Agreement and the other Loan Documents, together with such actions and powers as
are reasonably incidental thereto.

          SECTION 10.02   AGENT IN ITS INDIVIDUAL CAPACITY. Each person serving
as an Agent hereunder shall have the same rights and powers in its capacity as a
Lender as any other Lender and may exercise the same as though it were not an
Agent, and such person and its Affiliates may accept deposits from, lend money
to and generally engage in any kind of business with Borrower or any Subsidiary
or other Affiliate thereof as if it were not an Agent hereunder.

          SECTION 10.03   EXCULPATORY PROVISIONS. No Agent shall have any duties
or obligations except those expressly set forth in the Loan Documents. Without
limiting the generality of the foregoing, (a) no Agent shall be subject to any
fiduciary or other implied duties, regardless of whether a Default has occurred
and is continuing, (b) no Agent shall have any duty to take any discretionary
action or

                                      -105-
<Page>

exercise any discretionary powers, except discretionary rights and powers
expressly contemplated by the Loan Documents that such Agent is required to
exercise in writing by the Required Lenders (or such other number or percentage
of the Lenders as shall be necessary under the circumstances as provided in
SECTION 11.02), and (c) except as expressly set forth in the Loan Documents, no
Agent shall have any duty to disclose, or shall be liable for the failure to
disclose, any information relating to Holdings or any of its Subsidiaries that
is communicated to or obtained by the bank serving as such Agent or any of its
Affiliates in any capacity. No Agent shall be liable for any action taken or not
taken by it with the consent or at the request of the Required Lenders (or such
other number or percentage of the Lenders as shall be necessary under the
circumstances as provided in SECTION 11.02) or in the absence of its own gross
negligence or willful misconduct. No Agent shall be deemed to have knowledge of
any Default unless and until written notice thereof is given to such Agent by
Borrower or a Lender, and no Agent shall be responsible for or have any duty to
ascertain or inquire into (i) any statement, warranty or representation made in
or in connection with any Loan Document, (ii) the contents of any certificate,
report or other document delivered thereunder or in connection therewith, (iii)
the performance or observance of any of the covenants, agreements or other terms
or conditions set forth in any Loan Document, (iv) the validity, enforceability,
effectiveness or genuineness of any Loan Document or any other agreement,
instrument or document or (v) the satisfaction of any condition set forth in
ARTICLE IV or elsewhere in any Loan Document. In the event that the
Administrative Agent receives notice of any Default, the Administrative Agent
shall give prompt notice thereof to the Lenders.

          SECTION 10.04   RELIANCE BY AGENT. Each Agent shall be entitled to
rely upon, and shall not incur any liability for relying upon, any notice,
request, certificate, consent, statement, instrument, document or other writing
believed by it to be genuine and to have been signed or sent by a proper person.
Each Agent also may rely upon any statement made to it orally and believed by it
to be made by a proper person, and shall not incur any liability for relying
thereon. Each Agent may consult with legal counsel (who may be counsel for
Borrower), independent accountants and other advisors selected by it, and shall
not be liable for any action taken or not taken by it in accordance with the
advice of any such counsel, accountants or advisors.

          SECTION 10.05   DELEGATION OF DUTIES. Each Agent may perform any and
all of its duties and exercise its rights and powers by or through any one or
more sub-agents appointed by such Agent. Each Agent and any such sub-agent may
perform any and all of its duties and exercise its rights and powers through
their respective Affiliates. The exculpatory provisions of the preceding
paragraphs shall apply to any such sub-agent and to the Affiliates of each Agent
and any such sub-agent, and shall apply to their respective activities in
connection with the syndication of the credit facilities provided for herein as
well as activities as Agent.

          SECTION 10.06   SUCCESSOR AGENT. Each Agent may resign as such at any
time upon at least 30 days' prior notice to the Lenders, the Issuing Bank and
Borrower. Upon any such resignation, the Required Lenders shall have the right,
with the consent of Borrower, so long as no Event of Default has occurred and is
continuing (such consent not to be unreasonably withheld or delayed), to appoint
a successor Agent from among the Lenders. If no successor shall have been so
appointed by the Required Lenders and shall have accepted such appointment
within 30 days after the retiring Agent gives notice of its resignation, then
the retiring Agent may, on behalf of the Lenders and the Issuing Bank, appoint a
successor Agent, which successor shall be a commercial banking institution
organized under the laws of the United States (or any State thereof) or a United
States branch or agency of a commercial banking institution, in each case,
having combined capital and surplus of at least $250,000,000; PROVIDED that if
such retiring Agent is unable to find a commercial banking institution which is
willing to accept such appointment and which meets the qualifications set forth
above, the retiring Agent's resignation shall neverthe-

                                      -106-
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less thereupon become effective, and the Lenders shall assume and perform all of
the duties of the Agent hereunder until such time, if any, as the Required
Lenders appoint a successor Agent.

          Upon the acceptance of its appointment as an Agent hereunder by a
successor, such successor shall succeed to and become vested with all the
rights, powers, privileges and duties of the retiring Agent, and the retiring
Agent shall be discharged from its duties and obligations hereunder. The fees
payable by Borrower to a successor Agent shall be the same as those payable to
its predecessor unless otherwise agreed between Borrower and such successor.
After an Agent's resignation hereunder, the provisions of this ARTICLE X and
SECTION 11.03 shall continue in effect for the benefit of such retiring Agent,
its sub-agents and their respective Affiliates in respect of any actions taken
or omitted to be taken by any of them while it was acting as Agent.

          SECTION 10.07   NON-RELIANCE ON AGENT AND OTHER LENDERS. Each Lender
acknowledges that it has, independently and without reliance upon any Agent or
any other Lender and based on such documents and information as it has deemed
appropriate, made its own credit analysis and decision to enter into this
Agreement. Each Lender also acknowledges that it will, independently and without
reliance upon any Agent or any other Lender and based on such documents and
information as it shall from time to time deem appropriate, continue to make its
own decisions in taking or not taking action under or based upon this Agreement,
any other Loan Document or related agreement or any document furnished hereunder
or thereunder.

          SECTION 10.08   NAME AGENTS. The parties hereto acknowledge that the
Documentation Agents and the Syndication Agent hold such titles in name only,
and that such titles confer no additional rights or obligations relative to
those conferred on any Lender hereunder.

          SECTION 10.09   INDEMNIFICATION. The Lenders severally agree to
indemnify each Agent in its capacity as such (to the extent not reimbursed by
Borrower or the Guarantors and without limiting the obligation of Borrower or
the Guarantors to do so), ratably according to their respective outstanding
Loans and Commitments in effect on the date on which indemnification is sought
under this SECTION 10.09 (or, if indemnification is sought after the date upon
which all Commitments shall have terminated and the Loans and Reimbursement
Obligations shall have been paid in full, ratably in accordance with such
outstanding Loans and Commitments as in effect immediately prior to such date),
from and against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind whatsoever that may at any time (whether before or after the payment of the
Loans and Reimbursement Obligations) be imposed on, incurred by or asserted
against such Agent in any way relating to or arising out of, the Commitments,
this Agreement, any of the other Loan Documents or any documents contemplated by
or referred to herein or therein or the transactions contemplated hereby or
thereby or any action taken or omitted by such Agent in its capacity as such
under or in connection with any of the foregoing; PROVIDED that no Lender shall
be liable for the payment of any portion of such liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements that are found by a final and nonappealable decision of a court of
competent jurisdiction to have resulted from such Agent's gross negligence, bad
faith or willful misconduct. The agreements in this Section shall survive the
payment of the Loans and all other amounts payable hereunder.

          SECTION 10.10   PLEDGE OF FOREIGN SUBSIDIARIES. The Collateral Agent
shall hold and administer any Investment Property (as such term is defined in
the Security Agreement) which is security assigned
(SICHERUNGSEIGENTUM/SICHERUNGSABTRETUNG) or otherwise transferred under a
non-accessory security right (NICHT AKZESSORISCHE SICHERHEIT) to it in its own
name as trustee (TREUHANDERISCH) for the benefit of the Lenders and administer
any Investment Property (as such term is defined in the Se-

                                      -107-
<Page>

curity Agreement) which is pledged (VERPFANDUNG) or otherwise transferred to any
Lender under an accessory security right (AKZESSORISCHE SICHERHEIT) in the name
and on behalf of the Lenders. Each Lender hereby authorizes the Collateral Agent
to accept as its representative (STELLVERTRETER) any pledge or other creation of
any accessory security right made to such Lender in relation to this Agreement
and to agree to and execute on its behalf as its representative (STELLVERTRETER)
amendments and alterations to any Loan Document which creates a pledge or any
other accessory security right (AKZESSORISCHE SICHERHEIT). Each Pledgor (as such
term is defined in the Security Agreement] and each Lender hereby relieves the
Collateral Agent from the restrictions of self-dealing pursuant to Section 181
of the German Civil Code (BURGERLICHES GESETZBUCH) to perform its duties and
obligations as Collateral Agent hereunder. Each Lender hereby ratifies and
approves all acts and declarations previously done by the Collateral Agent on
such Lender's behalf (including for the avoidance of doubt the declarations made
by the Collateral Agent as representative without power of attorney (VERTRETER
OHNE VERTRETUNGSMACHT) in relation to the creation of any pledge (PFANDRECHT) on
behalf and for the benefit of any Lender. Each relevant Pledgor (as such term is
defined in the Security Agreement) and each relevant Lender agrees that the Loan
Documents entered into between them in addition to this Agreement shall be
subject to the relevant terms of this Agreement.

                                   ARTICLE XI

                                  MISCELLANEOUS

          SECTION 11.01   NOTICES. Notices and other communications provided for
herein shall be in writing and shall be delivered by hand or overnight courier
service, mailed by certified or registered mail or sent by telecopy, as follows:

          (a)      if to any Loan Party, to Borrower at:
                   Gundle/SLT Environmental, Inc.
                   19103 Gundle Road
                   Houston, Texas 77073
                   Attention: Samir T. Badawi
                   Telecopy No.: (281) 230-2504;

                   with a copy to:

                   Code Hennessy & Simmons IV, LP
                   10 South Wacker Drive
                   Suite 3175
                   Chicago, Illinois 60606
                   Attention: Marcus George
                   Telecopy No.: (312) 876-3854

                   and:

                   Kirkland & Ellis LLP
                   200 East Randolph Drive
                   Chicago, Illinois 60601
                   Attention: Christopher Butler
                   Telecopy No.: (312) 861-2200;

                                      -108-
<Page>

          (b)      if to the Administrative Agent or the Collateral Agent, to
                   it at:

                   UBS AG, Stamford Branch
                   677 Washington Boulevard
                   6th Floor Tower
                   Stamford, Connecticut 06901
                   Attention: Juan Zuniga
                   Telecopy No.: (203) 719-4176;

          (c)      if to a Lender, to it at its address (or telecopy number) set
forth on the applicable Lender Addendum or in the Assignment and Acceptance
pursuant to which such Lender shall have become a party hereto; and

          (d)      if to the Swingline Lender, to it at:

                   UBS Loan Finance LLC
                   677 Washington Boulevard
                   6th Floor Tower
                   Stamford, Connecticut 06901
                   Attention: Juan Zuniga
                   Telecopy No.: (203) 719-4176.

All notices and other communications given to any party hereto in accordance
with the provisions of this Agreement shall be deemed to have been given on the
date of receipt if delivered by hand or overnight courier service or sent by
telecopy or by certified or registered mail, in each case delivered, sent or
mailed (properly addressed) to such party as provided in this SECTION 11.01 or
in accordance with the latest unrevoked direction from such party given in
accordance with this SECTION 11.01, and failure to deliver courtesy copies of
notices and other communications shall in no event affect the validity or
effectiveness of such notices and other communications.

          SECTION 11.02   WAIVERS; AMENDMENT. (a) No failure or delay by any
Agent, the Issuing Bank or any Lender in exercising any right or power hereunder
or under any other Loan Document shall operate as a waiver thereof, nor shall
any single or partial exercise of any such right or power, or any abandonment or
discontinuance of steps to enforce such a right or power, preclude any other or
further exercise thereof or the exercise of any other right or power. The rights
and remedies of each Agent, the Issuing Bank and the Lenders hereunder and under
the other Loan Documents are cumulative and are not exclusive of any rights or
remedies that they would otherwise have. No waiver of any provision of any Loan
Document or consent to any departure by any Loan Party therefrom shall in any
event be effective unless the same shall be permitted by paragraph (b) of this
Section, and then such waiver or consent shall be effective only in the specific
instance and for the purpose for which given. Without limiting the generality of
the foregoing, the making of a Loan or issuance of a Letter of Credit shall not
be construed as a waiver of any Default, regardless of whether any Agent, any
Lender or the Issuing Bank may have had notice or knowledge of such Default at
the time.

          (b)      Except as provided in paragraph (c) below, neither this
Agreement nor any other Loan Document nor any provision hereof or thereof may be
waived, amended, supplemented or modified except, in the case of this Agreement,
pursuant to an agreement or agreements in writing entered into by Borrower and
the Required Lenders or, in the case of any other Loan Document, pursuant to an
agreement or agreements in writing entered into by the Administrative Agent, the
Collateral Agent (in the case

                                      -109-
<Page>

of any Security Document) and the Loan Party or Loan Parties that are parties
thereto, in each case with the prior written consent of the Required Lenders;
PROVIDED that no such agreement shall:

          (i)      increase the Commitment of any Lender without the prior
     written consent of such Lender;

          (ii)     reduce the principal amount or premium of any Loan or LC
     Disbursement or reduce the rate of interest thereon (other than the waiver
     of default interest), or reduce any Fees payable hereunder or any other
     amount payable under any Loan Document, or change the currency of payment
     of any Obligation, without the prior written consent of each Lender
     directly affected thereby;

          (iii)    postpone or extend the maturity of any Loan, or any scheduled
     date of payment of or the installment otherwise due on the principal amount
     of any Tranche B Loan under SECTION 2.09, or the required date of payment
     of any Reimbursement Obligation, or any date for the payment of any
     interest or fees payable hereunder or any other amount payable under any
     Loan Document, or reduce the amount of, waive or excuse any such payment,
     or postpone the scheduled date of expiration of any Commitment or postpone
     the scheduled date of expiration of any Letter of Credit beyond the
     Revolving Maturity Date, without the prior written consent of each Lender
     directly affected thereby;

          (iv)     change SECTION 2.14(b) or (c) in a manner that would alter
     the PRO RATA sharing of payments or setoffs required thereby, without the
     prior written consent of each Lender;

          (v)      reduce the percentage set forth in the definition of
     "Required Lenders" or any other provision of any Loan Document (including
     this Section) specifying the number or percentage of Lenders (or Lenders of
     any Class) required to waive, amend or modify any rights thereunder or make
     any determination or grant any consent thereunder, without the prior
     written consent of each Lender (or each Lender of such Class, as the case
     may be);

          (vi)     release any Guarantor from its Guarantee (except as expressly
     provided in ARTICLE VII), or limit its liability in respect of such
     Guarantee, without the prior written consent of each Lender;

          (vii)    release all or substantially all of the Collateral from the
     Liens of the Security Documents (except as otherwise provided therein or in
     connection with securing additional Obligations equally and ratably with
     the other Obligations), in each case without the prior written consent of
     each Lender; or

          (viii)   without the prior written consent of the Tranche B Lenders
     holding more than 50% of the principal amount of the outstanding Tranche B
     Loans, reduce the amount of, or extend the date of, any scheduled payment
     on the Tranche B Loans required to be made under SECTION 2.09, change the
     order of application of prepayments among Tranche B Loans and Revolving
     Commitments under SECTION 2.10(h) or change the application of prepayments
     of Tranche B Loans set forth in SECTION 2.10(h) to the remaining scheduled
     amortization payments to be made thereon under SECTION 2.09;

PROVIDED, FURTHER, that (1) no such agreement shall amend, modify or otherwise
affect the rights or duties of the Administrative Agent, the Collateral Agent,
the Issuing Bank or the Swingline Lender without the

                                      -110-
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prior written consent of the Administrative Agent, the Issuing Bank or the
Swingline Lender, as the case may be, and (2) any waiver, amendment or
modification of this Agreement that by its terms affects the rights or duties
under this Agreement of the Revolving Lenders (but not the Tranche B Lenders) or
the Tranche B Lenders (but not the Revolving Lenders) may be effected by an
agreement or agreements in writing entered into by Borrower and requisite
percentage in interest of the affected Class of Lenders that would be required
to consent thereto under this Section if such Class of Lenders were the only
Class of Lenders hereunder at the time. Notwithstanding the foregoing, any
provision of this Agreement may be amended by an agreement in writing entered
into by Borrower and the Required Lenders (and, if their rights or obligations
are affected thereby, the Administrative Agent, the Issuing Bank and/or the
Swingline Lender) if (x) by the terms of such agreement the Commitment of each
Lender not consenting to the amendment provided for therein shall terminate upon
the effectiveness of such amendment and (y) at the time such amendment becomes
effective, each Lender not consenting thereto receives payment in full of the
principal of its Loans and participations in LC Disbursements and Swingline
Loans, accrued interest thereon, accrued fees and all other amounts owing to it
or accrued for its account under this Agreement (including, without limitation,
all amounts under SECTIONS 2.12, 2.13 and 2.15).

          (c)      In addition, notwithstanding the foregoing, this Agreement
may be amended with the written consent of the Administrative Agent, Holdings,
Borrower and the Lenders providing the relevant Replacement Term Loans (as
defined below) to permit the refinancing of all outstanding Tranche B Loans
("REFINANCED TERM LOANS") with a replacement term loan tranche hereunder which
shall constitute Tranche B Loans hereunder ("REPLACEMENT TERM LOANS"); PROVIDED
that (a) the aggregate principal amount of Replacement Term Loans shall not
exceed the aggregate principal amount of Refinanced Term Loans, (b) the
Applicable Margin for Replacement Term Loans shall not be higher than the
Applicable Margin for Refinanced Term Loans, (c) the weighted average life to
maturity of Replacement Term Loans shall not be shorter than the weighted
average life to maturity of Refinanced Term Loans at the time of such
refinancing and (d) all other terms applicable to Replacement Term Loans shall
be substantially identical to, or less favorable to the Lenders providing
Replacement Term Loans than, those applicable to Refinanced Term Loans, except
to the extent necessary to provide for covenants and other terms applicable to
any period after the Final Maturity Date in effect immediately prior to such
refinancing.

          SECTION 11.03   EXPENSES; INDEMNITY. (a) The Loan Parties agree,
jointly and severally, to pay, promptly upon demand:

          (i)      all reasonable out-of-pocket costs and expenses incurred by
     the Arranger, the Administrative Agent, the Collateral Agent, the Swingline
     Lender and the Issuing Bank, including the reasonable fees, charges and
     disbursements of Advisors (as defined below) for the Arranger, the
     Administrative Agent, the Collateral Agent, the Swingline Lender and the
     Issuing Bank, in connection with the syndication of the Loans and
     Commitments, the preparation, execution and delivery of the Loan Documents,
     the administration of the Loans and Commitments, the perfection and
     maintenance of the Liens securing the Collateral and any actual or proposed
     amendment, supplement or waiver of any of the Loan Documents (whether or
     not the transactions contemplated hereby or thereby shall be consummated);

          (ii)     all costs and expenses incurred by the Administrative Agent
     or the Collateral Agent, including the fees, charges and disbursements of
     Advisors for the Administrative Agent and the Collateral Agent, in
     connection with any action, suit or other proceeding affecting the
     Collateral or any part thereof, in which action, suit or proceeding the
     Administrative Agent or the Collateral Agent is made a party or
     participates or in which the right to use the Collateral or any part
     thereof is threatened, or in which it becomes necessary in the judgment of
     the Administrative

                                      -111-
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     Agent or the Collateral Agent to defend or uphold the Liens granted by the
     Security Documents (including any action, suit or proceeding to establish
     or uphold the compliance of the Collateral with any Requirements of Law);

          (iii)    all costs and expenses incurred by the Arranger, the
     Administrative Agent, the Collateral Agent, the Swingline Lender, the
     Issuing Bank or any Lender, including the fees, charges and disbursements
     of Advisors for the Arranger, the Administrative Agent, the Collateral
     Agent, the Swingline Lender, the Issuing Bank or any Lender, incurred in
     connection with the enforcement or protection of its rights under the Loan
     Documents, including its rights under this SECTION 11.03(a), or in
     connection with the Loans made or Letters of Credit issued hereunder and
     the collection of the Obligations, including all such costs and expenses
     incurred during any workout, restructuring or negotiations in respect of
     the Obligations; and

          (iv)     all documentary and similar taxes and charges in respect of
     the Loan Documents.

For purposes of this SECTION 11.03(a), "ADVISORS" shall mean outside legal
counsel (including local counsel), auditors, accountants, consultants,
appraisers or other advisors; PROVIDED that (x) in the case of clause (i), the
engagement of any Advisors other than legal counsel (including local counsel)
shall be subject to approval by Borrower (which approval shall not be
unreasonably withheld) and (y) in the case of clause (iii), the engagement of
any Advisors other than one firm of legal counsel by any Lender shall be subject
to approval by the Administrative Agent (which approval shall not be
unreasonably withheld).

          (b)      The Loan Parties agree, jointly and severally, to indemnify
the Agents, each Lender, the Issuing Bank and the Swingline Lender, each
Affiliate of any of the foregoing persons and each of their respective partners,
controlling persons, directors, officers, trustees, employees and agents (each
such person being called an "INDEMNITEE") against, and to hold each Indemnitee
harmless from, all reasonable out-of-pocket costs and any and all losses,
claims, damages, liabilities, penalties, judgments, suits and related expenses,
including reasonable counsel fees, charges and disbursements, incurred by or
asserted against any Indemnitee arising out of, in any way connected with, or as
a result of (i) the execution, delivery, performance, administration or
enforcement of the Loan Documents, (ii) any actual or proposed use of the
proceeds of the Loans or issuance of Letters of Credit, (iii) any claim,
litigation, investigation or proceeding relating to any of the foregoing,
whether or not any Indemnitee is a party thereto, or (iv) any actual or alleged
presence or Release or threatened Release of Hazardous Materials, on, at, under
or from any property owned, leased or operated by any Company at any time, or
any Environmental Claim related in any way to any Company; PROVIDED that (i)
such indemnity shall not, as to any Indemnitee, be available to the extent that
such losses, claims, damages, liabilities or related expenses are determined by
a court of competent jurisdiction by final and nonappealable judgment to have
resulted from the bad faith, gross negligence or willful misconduct of such
Indemnitee and (ii) the Loan Parties shall only be obligated for the
reimbursement of expenses and fees of one (1) legal counsel (not including local
counsel) per Indemnitee with respect to any particular claim.

          (c)      The provisions of this SECTION 11.03 shall remain operative
and in full force and effect regardless of the expiration of the term of this
Agreement, the consummation of the transactions contemplated hereby, the
repayment of the Loans and Reimbursement Obligations, the release of all or any
portion of the Collateral, the expiration of the Commitments, the expiration of
any Letter of Credit, the invalidity or unenforceability of any term or
provision of this Agreement or any other Loan Document, or any investigation
made by or on behalf of the Agents, the Issuing Bank or any Lender. All amounts
due under this SECTION 11.03 shall be payable on written demand therefor
accompanied by reasonable documentation with respect to any reimbursement,
indemnification or other amount requested.

                                      -112-
<Page>

          (d)      To the extent that Borrower fails to promptly pay any amount
required to be paid by it to the Agents, the Issuing Bank or the Swingline
Lender under paragraph (a) or (b) of this Section, each Lender severally agrees
to pay to the Agents, the Issuing Bank or the Swingline Lender, as the case may
be, such Lender's PRO RATA share (determined as of the time that the applicable
unreimbursed expense or indemnity payment is sought) of such unpaid amount;
PROVIDED that the unreimbursed expense or indemnified loss, claim, damage,
liability or related expense, as the case may be, was incurred by or asserted
against any of the Agents, the Issuing Bank or the Swingline Lender in its
capacity as such. For purposes hereof, a Lender's "PRO RATA share" shall be
determined based upon its share of the sum of the total Revolving Exposure,
outstanding Tranche B Loans and unused Commitments at the time.

          SECTION 11.04   SUCCESSORS AND ASSIGNS. (a) The provisions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns permitted hereby (including any
Affiliate of the Issuing Bank that issues any Letter of Credit), except that
Borrower may not assign or otherwise transfer any of its rights or obligations
hereunder without the prior written consent of the Administrative Agent, the
Collateral Agent, the Issuing Lender, the Swingline Lender and each Lender (and
any attempted assignment or transfer by Borrower without such consent shall be
null and void). Nothing in this Agreement, express or implied, shall be
construed to confer upon any person (other than the parties hereto, their
respective successors and assigns permitted hereby (including any Affiliate of
the Issuing Bank that issues any Letter of Credit) and, to the extent expressly
contemplated hereby, the other Indemnitees) any legal or equitable right, remedy
or claim under or by reason of this Agreement.

          (b)      Any Lender shall have the right at any time to assign to one
or more banks, insurance companies, investment companies or funds or other
institutions (other than Borrower, Holdings or any Affiliate or Subsidiary
thereof) all or a portion of its rights and obligations under this Agreement
(including all or a portion of its Commitment and the Loans at the time owing to
it); PROVIDED that (i) except in the case of an assignment to a Lender, an
Affiliate of a Lender or a Lender Affiliate, the Administrative Agent and
Borrower (and, in the case of an assignment of all or a portion of a Revolving
Commitment or any Lender's obligations in respect of its LC Exposure or
Swingline Exposure, the Issuing Bank and the Swingline Lender) must give its
prior written consent to such assignment (which consent shall not be
unreasonably withheld or delayed), (ii) except in the case of an assignment to a
Lender, an Affiliate of a Lender or a Lender Affiliate, any assignment made in
connection with the syndication of the Commitment and Loans by the Arranger or
an assignment of the entire remaining amount of the assigning Lender's
Commitment or Loans, the amount of the Commitment or Loans of the assigning
Lender subject to each such assignment (determined as of the date the Assignment
and Acceptance with respect to such assignment is delivered to the
Administrative Agent) shall not be less than $1,000,000 with respect to Tranche
B Commitments or Tranche B Loans and $2,500,000 with respect to Revolving
Commitments or Revolving Loans unless each of Borrower and the Administrative
Agent otherwise consents, (iii) each partial assignment shall be made as an
assignment of a proportionate part of all the assigning Lender's rights and
obligations under this Agreement, except that this clause (iii) shall not be
construed to prohibit the assignment of a proportionate part of all the
assigning Lender's rights and obligations in respect of one Class of Commitments
or Loans, (iv) the parties to each assignment shall execute and deliver to the
Administrative Agent an Assignment and Acceptance, together with a processing
and recordation fee of $3,500, and (v) the assignee, if it shall not be a
Lender, shall deliver to the Administrative Agent an Administrative
Questionnaire; and PROVIDED, FURTHER, that (1) any consent of Borrower otherwise
required under this paragraph shall not be required if an Event of Default has
occurred and is continuing and (2) in the case of assignment to an Affiliate or
a Lender Affiliate of the assigning Lender, such assignment shall be effective
as between such assigning Lender and its Affiliate or Lender Affiliate
immediately without compliance with the conditions for assignment under SECTION
11.04(b) or SECTION 11.04(d), but shall not be effective with respect to the
Borrower, the Administrative Agent, the Collateral Agent, the Issuing Bank, the
Swingline Lender or any other Lender, and the Borrower, the Administrative
Agent, the Collateral Agent, the Issuing Bank, the Swingline Lender and each
other Lender shall be entitled to deal solely with such assigning Lender under
any such assignment, in each case, until the conditions for assignment under
this SECTION 11.04(b) or SECTION

                                      -113-
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11.04(d) have been complied with. Subject to acceptance and recording thereof
pursuant to paragraph (d) of this Section, from and after the effective date
specified in each Assignment and Acceptance the assignee thereunder shall be a
party hereto and, to the extent of the interest assigned by such Assignment and
Acceptance, have the rights and obligations of a Lender under this Agreement
(PROVIDED that any liability of Borrower to such assignee under SECTION 2.12,
2.13 or 2.15 shall be limited to the amount, if any, that would have been
payable thereunder by Borrower in the absence of such assignment, except to the
extent any such amounts are attributable to a Change in Law occurring after the
date of such assignment), and the assigning Lender thereunder shall, to the
extent of the interest assigned by such Assignment and Acceptance, be released
from its obligations under this Agreement (and, in the case of an Assignment and
Acceptance covering all of the assigning Lender's rights and obligations under
this Agreement, such Lender shall cease to be a party hereto but shall continue
to be entitled to the benefits of SECTIONS 2.12, 2.13, 2.15 and 11.03).

          (c)      The Administrative Agent, acting for this purpose as an agent
of Borrower, shall maintain at one of its offices a copy of each Assignment and
Acceptance delivered to it and a register for the recordation of the names and
addresses of the Lenders, and the Commitment of, and principal amount of the
Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof
from time to time (the "REGISTER"). The entries in the Register shall be
conclusive in the absence of manifest error, and Borrower, the Administrative
Agent, the Issuing Bank and the Lenders may treat each person whose name is
recorded in the Register pursuant to the terms hereof as a Lender hereunder for
all purposes of this Agreement, notwithstanding notice to the contrary. The
Register shall be available for inspection by Borrower, the Issuing Bank, the
Collateral Agent, the Swingline Lender and any Lender (with respect to its own
interest only), at any reasonable time and from time to time upon reasonable
prior notice.

          (d)      Upon its receipt of a duly completed Assignment and
Acceptance executed by an assigning Lender and an assignee, the assignee's
completed Administrative Questionnaire (unless the assignee shall already be a
Lender hereunder), the processing and recordation fee referred to in paragraph
(b) of this Section and any written consent to such assignment required by
paragraph (b) of this Section, the Administrative Agent shall accept such
Assignment and Acceptance and record the information contained therein in the
Register. No assignment shall be effective for purposes of this Agreement unless
it has been recorded in the Register as provided in this paragraph (except as
otherwise provided in SECTION 11.04(b).

          (e)      Any Lender shall have the right at any time, without the
consent of Borrower, the Administrative Agent, the Issuing Bank or the Swingline
Lender to sell participations to one or more banks or other entities (a
"PARTICIPANT") in all or a portion of such Lender's rights and obligations under
this Agreement (including all or a portion of its Commitment and the Loans owing
to it); PROVIDED that (i) such Lender's obligations under this Agreement shall
remain unchanged, (ii) such Lender shall remain solely responsible to the other
parties hereto for the performance of such obligations and (iii) Borrower, the
Administrative Agent, the Issuing Bank and the other Lenders shall continue to
deal solely and directly with such Lender in connection with such Lender's
rights and obligations under this Agreement. Any agreement or instrument
pursuant to which a Lender sells such a participation shall provide that such
Lender shall retain the sole right to enforce the Loan Documents and to approve
any amendment, modification or waiver of any provision of the Loan Documents;
PROVIDED that such agreement or instrument may provide that such Lender will
not, without the consent of the Participant, agree to any amendment,

                                      -114-
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modification or waiver described in clause (i), (ii) or (iii) of the first
proviso to SECTION 11.02(b) that affects such Participant. Subject to paragraph
(f) of this Section, Borrower agrees that each Participant shall be entitled to
the benefits of SECTIONS 2.12, 2.13 and 2.15 to the same extent as if it were a
Lender and had acquired its interest by assignment pursuant to paragraph (b) of
this Section. To the extent permitted by law, each Participant also shall be
entitled to the benefits of SECTION 11.08 as though it were a Lender; PROVIDED
that such Participant agrees in writing to be subject to SECTION 2.14(c) as
though it were a Lender. Each Lender shall, acting for this purpose as an agent
of Borrower, maintain at one of its offices a register for the recordation of
the names and addresses of its Participants, and the amount and terms of its
participations; PROVIDED that no Lender shall be required to disclose or share
the information contained in such register with Borrower or any other party,
except as required by applicable law.

          (f)      A Participant shall not be entitled to receive any greater
payment under SECTION 2.12, 2.13 or 2.15 than the applicable Lender would have
been entitled to receive with respect to the participation sold to such
Participant, unless the sale of the participation to such Participant is made
with the prior written consent of Borrower (which consent shall not be
unreasonably withheld or delayed). A Participant that would be a Foreign Lender
if it were a Lender shall not be entitled to the benefits of SECTION 2.15 unless
Borrower is notified of the participation sold to such Participant and such
Participant agrees, for the benefit of Borrower, to comply with SECTIONS 2.15(e)
and (f) as though it were a Lender.

          (g)      Any Lender may at any time pledge or assign a security
interest in all or any portion of its rights under this Agreement to secure
obligations of such Lender, including any pledge or assignment to secure
obligations to a Federal Reserve Bank. In the case of any Lender that is a fund
that invests in bank loans, such Lender may, without the consent of Borrower or
the Administrative Agent, collaterally assign or pledge all or any portion of
its rights under this Agreement, including the Loans and Notes or any other
instrument evidencing its rights as a Lender under this Agreement, to any holder
of, trustee for, or any other representative of holders of, obligations owed or
securities issued, by such fund, as security for such obligations or securities;
PROVIDED that no such pledge or assignment of a security interest shall release
a Lender from any of its obligations hereunder or substitute any such pledgee or
assignee for such Lender as a party hereto or entitle any other Person to vote.

          SECTION 11.05   SURVIVAL OF AGREEMENT. All covenants, agreements,
representations and warranties made by the Loan Parties in the Loan Documents
and in the certificates or other instruments delivered in connection with or
pursuant to this Agreement or any other Loan Document shall be considered to
have been relied upon by the other parties hereto and shall survive the
execution and delivery of the Loan Documents and the making of any Loans and
issuance of any Letters of Credit, regardless of any investigation made by any
such other party or on its behalf and notwithstanding that the Agents, the
Issuing Bank or any Lender may have had notice or knowledge of any Default or
incorrect representation or warranty at the time any credit is extended
hereunder, and shall continue in full force and effect as long as the principal
of or any accrued interest on any Loan or any fee or any other amount payable
under this Agreement is outstanding and unpaid or any Letter of Credit is
outstanding and so long as the Commitments have not expired or terminated. The
provisions of SECTIONS 2.12, 2.14, 2.15 and 11.03 and ARTICLE X shall survive
and remain in full force and effect regardless of the consummation of the
transactions contemplated hereby, the repayment of the Loans, the payment of the
Reimbursement Obligations, the expiration or termination of the Letters of
Credit and the Commitments or the termination of this Agreement or any provision
hereof.

          SECTION 11.06   COUNTERPARTS; INTEGRATION; EFFECTIVENESS. This
Agreement may be executed in counterparts (and by different parties hereto on
different counterparts), each of which shall constitute an original, but all of
which when taken together shall constitute a single contract. This

                                      -115-
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Agreement, the other Loan Documents and the Fee Letter constitute the entire
contract among the parties relating to the subject matter hereof and supersede
any and all previous agreements and understandings, oral or written, relating to
the subject matter hereof. This Agreement shall become effective when it shall
have been executed by the Administrative Agent and when the Administrative Agent
shall have received counterparts hereof which, when taken together, bear the
signatures of each of the other parties hereto, and thereafter shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns. Delivery of an executed counterpart of a signature page
of this Agreement by telecopy shall be effective as delivery of a manually
executed counterpart of this Agreement.

          SECTION 11.07   SEVERABILITY. Any provision of this Agreement held to
be invalid, illegal or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity, illegality or
unenforceability without affecting the validity, legality and enforceability of
the remaining provisions hereof; and the invalidity of a particular provision in
a particular jurisdiction shall not invalidate such provision in any other
jurisdiction.

          SECTION 11.08   RIGHT OF SETOFF. If an Event of Default shall have
occurred and be continuing, each Lender is hereby authorized at any time and
from time to time, to the fullest extent permitted by law, to set off and apply
any and all deposits (general or special, time or demand, provisional or final)
at any time held and other obligations at any time owing by such Lender or
Affiliate to or for the credit or the account of Borrower against any and all of
the obligations of Borrower now or hereafter existing under this Agreement held
by such Lender, irrespective of whether or not such Lender shall have made any
demand under this Agreement and although such obligations may be unmatured. The
rights of each Lender under this Section are in addition to other rights and
remedies (including other rights of setoff) which such Lender may have.

          SECTION 11.09   GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF
PROCESS. (a) This Agreement shall be construed in accordance with and governed
by the law of the State of New York, without regard to conflicts of law
principles that would require the application of the laws of another
jurisdiction (but including for such purposes Section 5-1401 and Section 5-1402
of the General Obligations Law of the State of New York).

          (b)      Each Loan Party hereby irrevocably and unconditionally
submits, for itself and its property, to the nonexclusive jurisdiction of the
Supreme Court of the State of New York sitting in New York County and of the
United States District Court of the Southern District of New York, and any
appellate court from any thereof, in any action or proceeding arising out of or
relating to any Loan Document, or for recognition or enforcement of any
judgment, and each of the parties hereto hereby irrevocably and unconditionally
agrees that all claims in respect of any such action or proceeding may be heard
and determined in such New York State or, to the extent permitted by law, in
such federal court. Each of the parties hereto agrees that a final judgment in
any such action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law.
Nothing in this Agreement or any other Loan Document shall affect any right that
the Administrative Agent, the Issuing Bank or any Lender may otherwise have to
bring any action or proceeding relating to this Agreement or any other Loan
Document against any Loan Party or its properties in the courts of any
jurisdiction.

          (c)      Each Loan Party hereby irrevocably and unconditionally
waives, to the fullest extent it may legally and effectively do so, any
objection which it may now or hereafter have to the laying of venue of any suit,
action or proceeding arising out of or relating to this Agreement or any other
Loan Document in any court referred to in SECTION 11.09(b). Each of the parties
hereto hereby irrevocably

                                      -116-
<Page>

waives, to the fullest extent permitted by law, the defense of an inconvenient
forum to the maintenance of such action or proceeding in any such court.

          (d)      Each Loan Party to this Agreement irrevocably consents to
service of process in any action or proceeding arising out of or relating to any
Loan Document, in the manner provided for notices (other than telecopy) in
SECTION 11.01. Nothing in this Agreement or any other Loan Document will affect
the right of any party to this Agreement to serve process in any other manner
permitted by applicable law.

          SECTION 11.10   WAIVER OF JURY TRIAL. Each party hereto hereby waives,
to the fullest extent permitted by applicable law, any right it may have to a
trial by jury in any legal proceeding directly or indirectly arising out of or
relating to this Agreement, any other Loan Document or the transactions
contemplated hereby (whether based on contract, tort or any other theory). Each
party hereto (a) certifies that no representative, agent or attorney of any
other party has represented, expressly or otherwise, that such other party would
not, in the event of litigation, seek to enforce the foregoing waiver and (b)
acknowledges that it and the other parties hereto have been induced to enter
into this Agreement by, among other things, the mutual waivers and
certifications in this Section.

          SECTION 11.11   HEADINGS. Article and Section headings and the Table
of Contents used herein are for convenience of reference only, are not part of
this Agreement and shall not affect the construction of, or be taken into
consideration in interpreting, this Agreement.

          SECTION 11.12   CONFIDENTIALITY. Each of the Administrative Agent, the
Issuing Bank and the Lenders agrees to maintain the confidentiality of the
Information (as defined below), except that Information may be disclosed (a) to
its and its Affiliates' and Lender Affiliates' directors, officers, employees
and agents, including accountants, legal counsel and other advisors (it being
understood that the persons to whom such disclosure is made will be informed of
the confidential nature of such Information and instructed to keep such
Information confidential pursuant to the terms hereof), (b) to the extent
requested by any regulatory authority, (c) to the extent required by applicable
laws or regulations or by any subpoena or similar legal process; PROVIDED that,
in the case of any disclosure under this clause (c), to the extent practicable
and permitted by applicable law, the party requested to disclose the Information
will provide prompt written notice of such request to Borrower, will allow
Borrower a reasonable opportunity to seek, at its sole cost and expense and
effort, appropriate protective measures prior to disclosure, and will disclose
the minimum amount of Information required by law, (d) to any other party to
this Agreement, (e) in connection with the exercise of any remedies hereunder or
any suit, action or proceeding relating to this Agreement or any other Loan
Document or the enforcement of rights hereunder or thereunder, (f) subject to an
agreement containing provisions substantially the same as those of this SECTION
11.12, in the case of any disclosure under sub-clause (i) or sub-clause (ii) of
this clause (f), to (i) any bona fide assignee of or Participant in, or any bona
fide prospective assignee of or Participant in, any of its rights or obligations
under this Agreement, (ii) any actual or prospective counterparty (or its
advisors) to any swap or derivative transaction relating to Borrower and its
obligations or (iii) any rating agency for the purpose of obtaining a credit
rating applicable to any Loan or Loan Party, (g) with the consent of Borrower or
(h) to the extent such Information (i) is publicly available at the time of
disclosure or becomes publicly available other than as a result of a breach of
this Section or (ii) becomes available to the Administrative Agent, the Issuing
Bank or any Lender on a nonconfidential basis from a source other than Borrower
or any Subsidiary. For the purposes of this Section, "INFORMATION" means all
information received from Borrower or any Subsidiary relating to Borrower or any
Subsidiary or its business that is clearly identified at the time of delivery as
confidential, other than any such information that is available to the
Administrative Agent, the Issuing Bank or any Lender on a nonconfidential basis
prior to disclosure by

                                      -117-
<Page>

Borrower or any Subsidiary. Any person required to maintain the confidentiality
of Information as provided in this Section shall be considered to have complied
with its obligation to do so if such person has exercised the same degree of
care to maintain the confidentiality of such Information as such person would
accord to its own confidential information.

          SECTION 11.13   INTEREST RATE LIMITATION. Notwithstanding anything
herein to the contrary, if at any time the interest rate applicable to any Loan,
together with all fees, charges and other amounts which are treated as interest
on such Loan under applicable law (collectively, the "CHARGES"), shall exceed
the maximum lawful rate (the "MAXIMUM RATE") which may be contracted for,
charged, taken, received or reserved by the Lender holding such Loan in
accordance with applicable law, the rate of interest payable in respect of such
Loan hereunder, together with all Charges payable in respect thereof, shall be
limited to the Maximum Rate and, to the extent lawful, the interest and Charges
that would have been payable in respect of such Loan but were not payable as a
result of the operation of this Section shall be cumulated and the interest and
Charges payable to such Lender in respect of other Loans or periods shall be
increased (but not above the Maximum Rate therefor) until such cumulated amount,
together with interest thereon at the Federal Funds Effective Rate to the date
of repayment, shall have been received by such Lender.

          SECTION 11.14   LENDER ADDENDUM. Each Lender to become a party to this
Agreement on the date hereof shall do so by delivering to the Administrative
Agent a Lender Addendum duly executed by such Lender, Borrower and the
Administrative Agent.

                            [Signature Pages Follow]

                                      -118-
<Page>

          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed by their respective authorized officers as of the day and year
first above written.

                              GEO HOLDINGS CORP.


                              By: /s/ SAMIR T. BADAWI
                                  ----------------------------------
                                  Name:  Samir T. Badawi
                                  Title: President and Chief Executive Officer


                              GUNDLE/SLT ENVIRONMENTAL, INC.


                              By: /s/ SAMIR T. BADAWI
                                  ----------------------------------
                                  Name:  Samir T. Badawi
                                  Title: President and Chief Executive Officer


                              GSE LINING TECHNOLOGY, INC.


                              By: /s/ ROGER J. KLATT
                                  ----------------------------------
                                  Name:  Roger J. Klatt
                                  Title: Executive Vice President and
                                         Chief Financial Officer


                              GSE INTERNATIONAL, INC.


                              By: /s/ ROGER J. KLATT
                                  ----------------------------------
                                  Name:  Roger J. Klatt
                                  Title: Executive Vice President and
                                         Chief Financial Officer


                              GSE CLAY LINING TECHNOLOGY CO.


                              By: /s/ C. WAYNE CASE
                                  ----------------------------------
                                  Name:  C. Wayne Case
                                  Title: Authorized Signatory

                                       S-1
<Page>

                              UBS SECURITIES LLC, as Arranger


                              By: /s/ JOSE BRIONES
                                  ----------------------------------
                                  Name:  Jose Briones
                                  Title: Managing Director


                              By: /s/ OLIVER O. TRUMBO
                                  ----------------------------------
                                  Name:  Oliver O. Trumbo
                                  Title: Director


                              UBS AG, STAMFORD BRANCH, as Issuing Bank,
                              Administrative Agent and Collateral Agent


                              By: /s/ WILFRED V. SAINT
                                  ----------------------------------
                                  Name:  Wilfred V. Saint
                                  Title: Director, Banking Products
                                         Services, US


                              By: /s/ JUAN ZUNIGA
                                  ----------------------------------
                                  Name:  Juan Zuniga
                                  Title: Associate Director
                                         Banking Products Services, US


                              UBS LOAN FINANCE LLC, as Swingline Lender


                              By: /s/ WILFRED V. SAINT
                                  ----------------------------------
                                  Name:  Wilfred V. Saint
                                  Title: Director, Banking Products
                                         Services, US


                              By: /s/ JUAN ZUNIGA
                                  ----------------------------------
                                  Name:  Juan Zuniga
                                  Title: Associate Director
                                         Banking Products Services, US


                              BANK OF AMERICA, N.A., as Syndication Agent


                              By: /s/ GARY L. MINGLE
                                  ----------------------------------
                                  Name:  Gary L. Mingle
                                  Title: Senior Vice President

                                       S-2
<Page>

                              CIT LENDING SERVICES CORPORATION., as a
                              Documentation Agent


                              By: /s/ JOHN P. SIRICO, II
                                  ----------------------------------
                                  Name:  John P. Sirico, II
                                  Title: Vice President


                              GMAC COMMERCIAL FINANCE LLC, as a
                              Documentation Agent

                              By: /s/ THOMAS MAIALE
                                  ----------------------------------
                                  Name:  Thomas Maiale
                                  Title: Director


                              ALLIED IRISH BANKS, P.L.C., as a Documentation
                              Agent


                              By: /s/ RIMA TERRADISTA
                                  ----------------------------------
                                  Name:  Rima Terradista
                                  Title: Senior Vice President


                              By: /s/ MARGARET BRENNAN
                                  ----------------------------------
                                  Name:  Margaret Brennan
                                  Title: Vice President

                                       S-3
<Page>

                                                                         ANNEX I

                                APPLICABLE MARGIN

<Table>
<Caption>
                                                            REVOLVING LOANS             TRANCHE B LOANS
     TOTAL                                                --------------------    ---------------------------   APPLICABLE
 LEVERAGE RATIO                                           EURODOLLAR     ABR        EURODOLLAR     ABR              FEE
 --------------                                           ----------    ------      ----------    ------        ----------
<S>                                                          <C>         <C>           <C>          <C>            <C>
LEVEL I                                                      2.75%       1.75%         3.00%        2.00%           0.50%

GREATER THAN OR EQUAL TO 4.0:1.0

LEVEL II                                                     2.50%       1.50%         2.75%        1.75%           0.50%

LESS THAN 4.0:1.0 BUT GREATER THAN OR EQUAL TO 3.5:1.0

LEVEL III                                                    2.25%       1.25%         2.50%        1.50%           0.50%

LESS THAN 3.5:1.0 BUT GREATER THAN OR EQUAL TO 3.0:1.0

LEVEL IV                                                     2.00%       1.00%         2.25%        1.25%          0.375%

LESS THAN 3.0
</Table>

          Each change in the Applicable Margin or Applicable Fee resulting from
a change in the Total Leverage Ratio shall be effective with respect to all
Loans and Letters of Credit outstanding on and after the date of delivery to the
Administrative Agent of the financial statements and certificates required by
SECTION 5.01(a) or (b) and SECTION 5.01(d), respectively, indicating such change
until the date immediately preceding the next date of delivery of such financial
statements and certificates indicating another such change. Notwithstanding the
foregoing, the Total Leverage Ratio shall be deemed to be in Level I (i) from
the Closing Date to the date of delivery to the Administrative Agent of the
financial statements and certificates required by SECTION 5.01(a) or (b) and
SECTION 5.01(d) for the fiscal period ended at least six months after the
Closing Date, (ii) at any time during which Borrower has failed to deliver the
financial statements and certificates required by SECTION 5.01(a) or (b) and
SECTION 5.01(d), respectively, and (iii) at any time during the existence of an
Event of Default, it being understood that the Applicable Margin shall revert to
the level set forth on the table above upon the delivery of such financial
statements or the cure (or waiver in accordance with the terms of this
Agreement) of such Event of Default (as the case may be).

<Page>

                                                                        ANNEX II

                               AMORTIZATION TABLE

<Table>
<Caption>
                                     TRANCHE B LOAN
            DATE                         AMOUNT
   -------------------------------------------------
   <S>                               <C>
     September 30, 2004              $ 1,041,666.66
      December 31, 2004              $ 1,041,666.66
       March 31, 2005                $ 1,041,666.66
        June 30, 2005                $ 1,041,666.66
     September 30, 2005              $ 1,041,666.66
      December 31, 2005              $ 1,041,666.66
       March 31, 2006                $ 1,041,666.66
        June 30, 2006                $ 1,041,666.66
     September 30, 2006              $ 1,041,666.66
      December 31, 2006              $ 1,041,666.66
       March 31, 2007                $ 1,041,666.66
        June 30, 2007                $ 1,041,666.66
     September 30, 2007              $ 1,041,666.66
      December 31, 2007              $ 1,041,666.66
       March 31, 2008                $ 1,041,666.66
        June 30, 2008                $ 1,041,666.66
     September 30, 2008              $ 1,041,666.66
      December 31, 2008              $ 1,041,666.66
       March 31, 2009                $ 1,041,666.66
        June 30, 2009                $ 1,041,666.66
     September 30, 2009              $ 1,041,666.66
      December 31, 2009              $ 1,041,666.66
       March 31, 2010                $ 1,041,666.66
   Tranche B Maturity Date              Balance
</Table>

<Page>

                                SCHEDULE 1.01(a)

                               Consolidated EBITDA

For each of the fiscal quarters ending on the date specified below, Consolidated
EBITDA shall be deemed to be the amount set forth opposite such date:

<Table>
<Caption>
DATE                           CONSOLIDATED EBITDA
----                           -------------------
<S>                           <C>
December 31, 2003              $ 8,351,000

March 31, 2004                -$ 1,159,000
</Table>